Common use of Asset Sales Clause in Contracts

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to: (i) sell, directly lease, convey or indirectlyotherwise dispose of any assets (including, consummate without limitation, by way of a sale and leaseback) other than sales of inventory and leases (or subleases) of restaurant facilities and related equipment to franchisees, in each case, in the ordinary course of business consistent with past practices (PROVIDED that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries shall be governed by the provisions of Sections 4.14 and 5.01 hereof), or (ii) issue or sell Equity Interests of any Asset Sale unlessof its Subsidiaries, in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions, (ia) that have a fair market value in excess of $1 million or (b) for net proceeds in excess of $1 million (each of the foregoing, an "ASSET SALE"), unless (x) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiy) except in the case of a Permitted Non-Cash Transaction, at least 75% of the consideration received therefor by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalentscash; PROVIDED, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xA) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zB) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. A transfer of assets by the Company to a Wholly-Owned Restricted Subsidiary or by a Wholly-Owned Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly-Owned Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds (a) to permanently reduce Indebtedness under the New Credit Facility (and to correspondingly reduce commitments with respect thereto), or (b) to the acquisition of a majority of the assets of, or a majority of the voting Capital Interests of, another Permitted Business, the making of a capital expenditure or the acquisition of other tangible long-term assets, in each case, that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." Within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Issuers shall commence a PRO RATA Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof on the date fixed for the closing of such offer plus accrued and unpaid interest and Liquidated Damages thereon, if any. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds, the Company shall comply with may use such deficiency for any purpose not otherwise prohibited by the applicable securities laws and regulations and shall not Indenture. Upon completion of such offer to purchase, the amount of Excess Proceeds will be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofbe reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets ; provided that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xa) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Note Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zb) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will ) shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 360 days of the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply such Net Proceeds, at its option, (a) to repay Senior Debt of the Company or any of its Restricted Subsidiaries or to provide cash collateral with respect to any letters of credit outstanding under the Credit Facility and, in each case, to correspondingly reduce commitments with respect thereto in the case of revolving borrowings or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof; plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the provisions aggregate principal amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall comply with select the applicable securities laws and regulations and shall not Notes to be deemed to have breached its obligations under the purchased on a pro rata basis. Upon completion of an Asset Sale provisions Offer, the amount of this Indenture by virtue thereofExcess Proceeds shall be reset at zero.

Asset Sales. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales of inventory in the Company ordinary course of business consistent with past practice (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower shall be governed by the provisions of Section 8.03 hereof and not by the provisions of this Section 8.02), or (ii) issue or sell Equity Interests of any of its Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (A) that have a fair market value in excess of $5,000,000, or (B) for net proceeds in excess of $5,000,000 (each of the foregoing, an "Asset Sale"), unless (X) the Borrower (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board board of Directors directors of the General Partner (including as to and, if applicable, the value audit committee of all noncash considerationsuch board of directors) and set forth in an Officer's Certificate a certificate signed by a Responsible Officer and delivered to the TrusteeAgent) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiY) at least 7580% of the consideration therefor received by the Borrower or such Subsidiary is in the form of cash and/or Cash Equivalentscash; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x1) any liabilities (as shown on the CompanyBorrower's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) sheet or in the notes thereto), of the Company Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereofObligations hereunder) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z2) any securities, notes or other obligations received by the Company (Borrower or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (Borrower or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent ; and provided, further, that the provisions 80% limitation referred to in this clause (Y) shall not apply to any Asset Sale in which the cash portion of any securities laws or regulations conflict the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale provisions of this Indenture, the Company shall comply complied with the applicable securities laws and regulations and aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to have breached include (x) any transfer of assets by the Borrower or any of its obligations Subsidiaries to a Subsidiary of the Borrower that is a Guarantor, (y) any transfer of assets by the Borrower or any of its Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 8.15 hereof and having a fair market value not less than that of the Asset Sale provisions assets so transferred and (z) any transfer of this Indenture by virtue thereofassets pursuant to a Permitted Investment.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, (iexcluding for this purpose an Event of Loss) unless (a) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by accordance with the Board definition of Directors (including as to such term, the value results of all noncash consideration) and which determination shall be set forth in an Officer's Officers’ Certificate delivered to the Trustee) of the assets properties, assets, rights or Equity Interests issued or sold or otherwise disposed of and (iib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, however, that the amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets, properties, rights or Equity Interests pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (ii) Liquid Securities and (iii) the Net Proceeds any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such Asset Sale transferee that are applied converted within 360 180 days following the receipt of such Net Proceeds (a) first, to the extent by the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses Subsidiary into cash (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received in that conversion) shall each be deemed to be Cash Equivalents for purposes of this Section 4.10. Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, any Event of Loss), the Company or any such Restricted Subsidiary may apply such Net Proceeds after application as described in to (a) above and permanently repay all or any portion of the principal of any secured Indebtedness (to the extent of the fair value of the assets collateralizing such Indebtedness, as determined by the Board of Directors) or (b) acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets, provided that if the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter Subsidiary enters into a legally binding agreement to reinvestacquire such Productive Assets within such 365-day period, but the consummation of the transactions under such agreement has not occurred within such 365-day period, and the agreement has not been terminated, then the 365-day period will be extended to 18 months to permit such consummation; provided further, however, if such consummation does not occur, or such agreement is terminated within such 18-month period, then the Company may apply, or cause such Restricted Subsidiary to apply, within 90 days after the end of the 18-month period or the effective date of such termination, whichever is earlier, such Net Proceeds (or any portion thereof) as provided in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b)) of this paragraph. Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (a) and (b) of this paragraph shall be deemed to constitute "“Excess Proceeds." When ” Within 30 days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)20,000,000, the Company will be required to make shall commence an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Article 3 Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of this Indenture Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the agreements governing such pari passu Indebtednessdenominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that any Excess Proceeds remain after consummation the aggregate principal amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount that the Company is required to purchase, the Company may use such any remaining Excess Proceeds for general corporate purposes in any purpose manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceedsthat the Company is required to purchase, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased). Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement (other than any agreement governing the Credit Facility) that would place any restriction of any kind (xother than pursuant to law or regulation) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) ability of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to make an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofOffer.

Asset Sales. The Company Lessee shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales of inventory in the Company ordinary course of business consistent with past practice (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Lessee shall be governed by the provisions of Section 5.19 hereof and not by the provisions of this Section 5.18), or (ii) issue or sell Equity Interests of any of its Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (A) that have a fair market value in excess of $5,000,000, or (B) for net proceeds in excess of $5,000,000 (each of the foregoing, an "Asset Sale"), unless (X) Lessee (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board board of Directors directors of the General Partner (including as to and, if applicable, the value audit committee of all noncash considerationsuch board of directors) and set forth in an Officer's Certificate a certificate signed by a Responsible Officer and delivered to the TrusteeAgent) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiY) at least 7580% of the consideration therefor received by Lessee or such Subsidiary is in the form of cash and/or Cash Equivalentscash; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x1) any liabilities (as shown on the CompanyLessee's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) sheet or in the notes thereto), of the Company Lessee or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereofObligations hereunder and under the other Operative Documents) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z2) any securities, notes or other obligations received by the Company (Lessee or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (Lessee or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent ; and provided, further, that the provisions 80% limitation referred to in this clause (Y) shall not apply to any Asset Sale in which the cash portion of any securities laws or regulations conflict the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale provisions of this Indenture, the Company shall comply complied with the applicable securities laws and regulations and aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (w) sales or transfers of accounts receivable by Lessee to an SPE and by an SPE to any other Person in connection with any Accounts Receivable Securitization permitted by Section 5.21 (provided that the aggregate amount of such accounts receivable that shall have breached been transferred to and held by all SPEs at any time shall not exceed 133% of the amount of Accounts Receivable Securitizations permitted to be outstanding under Section 5.21), (x) any transfer of assets by Lessee or any of its obligations Subsidiaries to a Subsidiary of Lessee that is a Guarantor under the Asset Sale provisions Credit Agreement, (y) any transfer of this Indenture assets by virtue thereofLessee or any of its Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 5.31 and having a fair market value not less than that of the assets so transferred and (z) any transfer of assets pursuant to a Permitted Lessee Investment or any sale-leaseback (including sale-leasebacks involving Synthetic Leases) permitted by Section 5.33. Notwithstanding the foregoing, Lessee may not sell, lease, convey or otherwise dispose of any Unit except as permitted by the Lease.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding pari passu Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph Company or Purchase Money Indebtedness of Section 4.09 hereof any Restricted Subsidiary; provided that in the event that such Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be redeemed or repurchased ranks at least pari passu to the Guarantee given by such Restricted Subsidiary, and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or and Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (iiiy) the Net Proceeds any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash or Cash Equivalents (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash and Cash Equivalents received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds after application as described in Proceeds, at its option, (a) above and to repay Senior Debt of the Company or a Subsidiary Guarantor, (b) to the extent acquisition of a majority of the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvestassets of, or enter into a legally binding agreement to reinvestmajority of the Voting Stock of, such Net Proceeds (another Permitted Business, the making of a capital expenditure or any portion thereof) in the acquisition of other long-term assets that are used or useful in a Permitted BusinessBusiness or (c) to the acquisition by the Company or a Restricted Subsidiary of Equity Interests in any Restricted Subsidiary of the Company, which Equity Interests are owned by a Person other than the Company or an Affiliate of the Company. The balance Pending the final application of any such Net Proceeds, after the application of Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will be required to make an offer to all Holders of Notes and pari passu all holders of other Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu such other Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu other Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu such other Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Certain procedures regarding Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that Offers are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofset forth in Section 3.09 hereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by an Officers' Certificate delivered to the Trustee which will include a resolution of the Board of Directors (including as with respect to such fair market value in the value event such Asset Sale involves aggregate consideration in excess of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee$5.0 million) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7580% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be, consists of cash, Cash Equivalents and/or Marketable Securities; provided, however, that (A) from such Asset Sale are applied within 360 days following the receipt amount of such Net Proceeds (a) first, to the extent any Senior Debt of the Company or such Restricted Subsidiary that is assumed by the transferee in any such transaction and (B) any consideration received by the Company or such Restricted Subsidiary, as the case may be, that consists of (1) elects, to the redemption all or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) substantially all of the second paragraph assets of Section 4.09 hereof and one or more Similar Businesses, (b2) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in other long-term assets that are used or useful in a one or more Similar Businesses and (3) Permitted BusinessSecurities shall be deemed to be cash for purposes of this provision. The balance Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, after at its option, (i) to repay Indebtedness under a Credit Facility, or (ii) to the acquisition of Permitted Securities, all or substantially all of the assets of one or more Similar Businesses, or the making of a capital expenditure or the acquisition of other long-term assets in a Similar Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." ". When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million 10.0 million, the Company shall make an offer to all holders of 1997 Notes (taking into account income earned on such an "Asset Sale Offer") to purchase the maximum principal amount of 1997 Notes that may be purchased out of the Excess Proceeds), at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in the 1997 Indenture. To the extent that the aggregate amount of 1997 Notes tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (an a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the such Remaining Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessIndenture. To the extent that any Excess Proceeds remain after consummation the aggregate amount of an Notes or pari passu Indebtedness tendered pursuant to a Secondary Asset Sale OfferOffer is less than the Remaining Excess Proceeds, the Company may use such any Remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and or pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Remaining Excess ProceedsProceeds in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, : (ia) the Company Partnership (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; (b) such fair market value is determined by the Partnership’s Board of Directors and evidenced by a resolution of the Board of Directors as set forth in an Officers’ Certificate delivered to the Trustee; and (iic) at least 75% of the consideration therefor received by the Partnership or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Businesscash. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 For purposes of this Indenture provision and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence definition of this paragraph. The amount “Net Proceeds” (except to the extent set forth in such definition with respect to the conversion of non-cash proceeds to cash), each of the following shall be deemed to be cash: (x) any liabilities (as shown on the Company's (Partnership’s or such Restricted Subsidiary's, as the case may be) ’s most recent balance sheet) of the Company Partnership or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofRestricted Subsidiary’s Guarantee) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company Partnership or any such Restricted Subsidiary from all liability in respect thereof, further liability; and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes Notes or other obligations received by the Company (Partnership or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (Partnership or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion). Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Partnership or the Restricted Subsidiary may apply such Net Proceeds to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in a line of business permitted under Section 4.14 hereof; provided, however, that the Partnership or the Restricted Subsidiary, as the case may be) into cash and/or , grants to the Trustee, on behalf of the Holders of the Notes a first priority perfected security interest, subject to Permitted Liens, on any such property or assets acquired or constructed with the Net Proceeds of any Asset Sale on the terms set forth herein. Pending the final application of any such Net Proceeds, the Partnership or the applicable Restricted Subsidiary may invest such Net Proceeds in Cash Equivalents held in an account in which the Trustee shall have a first priority perfected security interest, subject to Permitted Liens, for the benefit of the Holders of the Notes. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within ten days following the date that the aggregate amount of Excess Proceeds exceeds $5.0 million, the Partnership will make an offer (an “Asset Sale Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the extent date of the cash and/or Cash Equivalents received)purchase, and will be deemed payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be cash and/or Cash Equivalents for purposes purchased in the manner described under Section 3.02 hereof. Upon completion of this provision. To the extent that the provisions of any securities laws or regulations conflict with the each Asset Sale provisions of this IndentureOffer, the Company amount of Excess Proceeds shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) the fair market value is determined by (a) an executive officer of the Company if the value is less than $20.0 million and evidenced by an Officers’ Certificate delivered to the Trustee or (b) the Company’s Board of Directors if the value is $20.0 million or more and evidenced by a resolution of such Board of Directors delivered to the Trustee; and (iiiii) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) Equivalents or any combination thereof. For purposes of this Section 4.10 each of the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds shall be deemed to be cash: (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (’s or such Restricted Subsidiary's, as the case may be) ’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zb) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or or Cash Equivalents (within 180 days following the closing of such Asset Sale, to the extent of the cash and/or or Cash Equivalents received)received in that conversion. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option (i) to repay, repurchase, redeem, defease or otherwise acquire or retire Senior Debt of the Company or any Indebtedness of a Restricted Subsidiary; (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be deemed required to make an offer (an “Asset Sale Offer”) to all Holders and to the extent required, to all holders of other Indebtedness of the Company that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes (in integral multiples of $1,000) and such other pari passu Indebtedness of the Company that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes and other pari passu Indebtedness to be cash and/or Cash Equivalents purchased or the lesser amount required under agreements governing such other pari passu Indebtedness, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for purposes any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of this provisionNotes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes issued in global form as discussed under Section 2.03 hereof, based on a method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenturecovenant, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture covenant by virtue thereofof such compliance.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (iiiy) the Net Proceeds any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary, as Subsidiary into cash (to extent of the case may becash received) from such Asset Sale are applied within 360 180 days following the closing of such Asset Sale, shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or its Restricted Subsidiaries may apply such Net Proceeds Proceeds, at its option, (a) firstto repay Senior Debt, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvestinvestment in, or enter into the making of a legally binding agreement to reinvestcapital expenditure or the acquisition of other long-term assets, such Net Proceeds (or any portion thereof) in assets that are each case used or useful useable in a Permitted Business, from a party other than the Company or a Restricted Subsidiary, or (c) the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary, or (d) a combination of the uses described in clauses (a), (b) and (c). The balance Pending the final application of any such Net Proceeds, after the application of Company or its Restricted Subsidiaries may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)7.5 million, the Company will be required to make an offer to all Holders of Notes and pari passu and, to the extent required by the terms of any Pari Passu Indebtedness to all holders of such Pari Passu Indebtedness (an "Asset Sale Offer") ), to purchase repurchase the maximum principal amount of Notes and pari passu any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing Section 3.09 hereof or such pari passu Pari Passu Indebtedness, as applicable. To the extent that any Excess Proceeds remain after consummation of an the Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu any such Pari Passu Indebtedness tendered into such pursuant to an Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased repurchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and Managers set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described is in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When form of cash or Cash Equivalents; provided that the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with the prior paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Company's Board of Managers set forth in an Officers' Certificate delivered to the Trustee) from and (ii) at least 75% of the consideration for such transferee Asset Sale constitutes a controlling interest in a Permitted Business, long-term assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that are contemporaneously (subject to ordinary settlement periods) converted any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Proceeds subject to the provisions of the next succeeding paragraph. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (or such Restricted Subsidiaryi) to repay Senior Debt and, as in the case may beof any Senior Debt under any revolving credit facility, effect a corresponding commitment reduction under such credit facility, (ii) into cash and/or Cash Equivalents (to the extent acquisition of a controlling interest in a Permitted Business, the cash and/or Cash Equivalents receivedmaking of a capital expenditure or the acquisition of other Additional Assets or (iii) a combination of prepayment and investment permitted by the forgoing clauses (i) and (ii). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash and/or Cash Equivalents in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture (the first date the aggregate of all such Net Proceeds is equal to $10.0 million or more shall be deemed an "Asset Sale Offer Trigger Date"). Each Asset Sale Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for purposes cash. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this provisionIndenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, (iexcluding for this purpose an Event of Loss) unless (a) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by accordance with the Board definition of Directors (including as to such term, the value results of all noncash consideration) and which determination shall be set forth in an Officer's Officers’ Certificate delivered to the Trustee) of the assets properties, assets, rights or Equity Interests issued or sold or otherwise disposed of and (iib) at least 75% of the aggregate consideration therefor received by the Company and its Restricted Subsidiaries from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash and/or or Cash Equivalents; provided, however, that the amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets, properties, rights or Equity Interests pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (ii) Liquid Securities and (iii) the Net Proceeds any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such Asset Sale transferee that are applied converted within 360 180 days following the receipt of such Net Proceeds (a) first, to the extent by the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses Subsidiary into cash (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received in that conversion) shall each be deemed to be Cash Equivalents for purposes of this Section 4.10. Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, any Event of Loss), the Company or any such Restricted Subsidiary may apply such Net Proceeds after application as described in to (a) above and to the extent permanently repay Senior Debt or (b) acquire (including by way of a purchase or construction of assets or purchase of Capital Stock, merger, consolidation or otherwise) Productive Assets, provided that if the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter Subsidiary has entered into a legally binding agreement to reinvestacquire such Productive Assets within such 365-day period, but the consummation of the transactions under such agreement has not occurred within such 365-day period, and the agreement has not been terminated, then the 365-day period will be extended to 18 months to permit such consummation; provided, however, if such consummation does not occur, or such agreement is terminated within such 18-month period, then the Company may apply, or cause such Restricted Subsidiary to apply, within 90 days after the end of the 18-month period or the effective date of such termination, whichever is earlier, such Net Proceeds (or any portion thereof) as provided in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b)) of this paragraph; and provided, further, that progress payments under contracts for the construction or conversion of vessels shall be deemed to be payments for the purchase of assets under this Section 4.10. Pending the final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (a) and (b) of this paragraph shall be deemed to constitute "“Excess Proceeds." When ” Within 30 days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)20,000,000, the Company will be required to make shall commence an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Article 3 Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of this Indenture Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the agreements governing such pari passu Indebtednessdenominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that any Excess Proceeds remain after consummation the aggregate principal amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount that the Company is required to purchase, the Company or any Restricted Subsidiary may use such any remaining Excess Proceeds for general corporate purposes in any purpose manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceedsthat the Company is required to purchase, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisbasis (or, in the case of Notes in global form, the Trustee will select Notes for repurchase based on the method of the Depository that most nearly approximates a pro rata selection), in any case with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement (other than any agreement governing the Credit Facility) that would place any restriction of any kind (xother than pursuant to law or regulation) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) ability of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to make an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofOffer.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (ia) the Company (or such the Restricted Subsidiary, as the case may be) , receives consideration at the time of such that Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of of; and (iib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of (i) cash and/or or Cash Equivalents, and ; or (iiiii) the Net Proceeds received by the Company (property or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance , or the Capital Stock of such Net Proceedsany Person engaged in a Permitted Business if, after as a result of the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), acquisition by the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount or any Restricted Subsidiary thereof, plus accrued and unpaid interest thereon to such Person becomes a Restricted Subsidiary; provided that the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (liabilities, as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) , of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any the Restricted Subsidiary from all liability in respect thereof, further liability; (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company or the Restricted Subsidiary from the transferee that are converted within 180 days of their receipt by the Company or the Restricted Subsidiary into cash or Cash Equivalents but only to the extent of the cash or Cash Equivalents received; and (z) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in that Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed 15% of Total Assets at the time of the receipt of that Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this Section 4.10; and provided further that the 75% limitation referred to in clause (b) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be) from , shall apply such transferee that are contemporaneously Net Proceeds, at its option (subject or to ordinary settlement periods) converted by the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or such purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to , provided that if the extent Company shall so repay or purchase Pari Passu Indebtedness of the cash and/or Cash Equivalents received)Company, (i) it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable; or, (ii) if the Notes may not then be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indentureredeemed, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.make an

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (ia) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by accordance with the Board definition of Directors (including as to such term, the value results of all noncash consideration) and which determination shall be set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (iib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xi) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zii) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will ) shall be deemed to be cash and/or Cash Equivalents for purposes of this provisionSection 4.10. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds to (a) permanently repay the principal of any secured Indebtedness (to the extent of the fair value of the assets securing such Indebtedness, as determined by the Board of Directors) or (b) to acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets. (Any such Net Proceeds that are applied to the acquisition of Productive Assets pursuant to any binding agreement to construct any new marine vessel useful in the business of the Company or any of its Restricted Subsidiaries shall be deemed to have been applied for such purpose within such 365-day period so long as they are so applied within 18 months of the effective date of such agreement but no later than two years after the date of receipt of such Net Proceeds.) Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture, the Series A/B Indenture, the Series D Indenture and the Series F Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the amount that the Company is required to repurchase, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to repurchase, the Trustee shall comply select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the applicable securities laws and regulations and Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall not be purchased). Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. For purposes of this paragraph only, any reference herein to "Notes" shall be deemed to have breached its obligations under include the Asset Sale provisions of this Indenture by virtue thereofNotes and the Series A/B Notes, the Series D Notes and the Series F Notes.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a Board Resolution and as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) cash; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently reduce (or, in the case of letters of credit or Eurodollar loans under the Credit Agreement, cash collateralize) any Senior Debt (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings), or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same line of business as the Company was engaged in on the date of this Indenture. Pending the final application of any such Net Proceeds, the Company may invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall, within ten Business Days thereafter, be required to make an Asset Sale Offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of described in this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Sale unlessSale, unless (i) the consideration received by the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale Subsidiary is at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in (excluding contingent liabilities assumed by the form transferee of any such assets) received consists of cash and/or or Temporary Cash Equivalents, and (iii) Investments or the Net Proceeds received by assumption of Senior Indebtedness of the Company (or a Subsidiary Guarantor, provided that the Company or such Restricted Subsidiary, as the case may be) Subsidiary is irrevocably released from all liability under such Asset Sale are applied within Indebtedness. Within 360 days following after the receipt of any Net Cash Proceeds from an Asset Sale (other than Barbary Excess Net Cash Proceeds), the Company shall or shall cause the relevant Restricted Subsidiary to (i)(A) apply an amount equal to such Net Cash Proceeds (a) first, to the extent permanently repay Senior Indebtedness of the Company or a Subsidiary Guarantor or (B) invest an equal amount, or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred amount not so applied pursuant to clauses clause (dA) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding definitive agreement committing to reinvestso invest within 12 months after the date of such agreement), such Net Proceeds in property or assets (other than current assets) of a nature or any portion thereof) in assets type or that are used or useful in a Permitted Businessbusiness (or in Capital Stock of 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) 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 this subparagraph 8(b). The balance amount of such excess Net Proceeds, after Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the application preceding sentence and not applied as so required by the end of such Net Proceeds as described in the immediately preceding clauses (a) and (b), period shall constitute "Excess Proceeds." When Pending application of such Net Cash Proceeds by the end of the relevant period, the Company and its Restricted Subsidiaries may use such Net Cash Proceeds to temporarily repay revolving Indebtedness. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds equals or exceeds not theretofore subject to an Offer to Purchase pursuant to this subparagraph 8(b) totals at least $15.0 million (taking into account income earned on such Excess Proceeds)10.0 million, the Company will be must commence, not later than the fifteenth Business Day of such month, an Offer to Purchase to the Holders and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to make an offer Purchase to all Holders holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase such Pari Passu Indebtedness, the maximum principal amount of Notes and pari passu any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, plus plus, in each case, accrued and unpaid interest thereon and Additional Interest, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this IndenturePayment Date. If the aggregate principal amount of Notes and pari passu any such Pari Passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Pari Passu Indebtedness to shall be purchased on a pro rata basis. Upon the completion of any such Asset Sale OfferOffers to Purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) for any Asset Sale other than an Asset Sale of Unrestricted Margin Stock at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) ; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) promptly converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 270 days after the receipt of any Net Proceeds from an Asset Sale other than an Asset Sale of Unrestricted Margin Stock, the Company may apply such Net Proceeds, at its option, (a) to permanently reduce Indebtedness under the Credit Facilities (and correspondingly reduce commitments thereunder) or to permanently reduce other Senior Indebtedness of the Company or any Guarantor or (b) to the acquisition of a controlling interest in a Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets (collectively "Replacement Assets"). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales, other than an Asset Sale of Unrestricted Margin Stock, that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall be required to make an Asset Sale Offer to all Holders of Senior Notes and Additional Senior Notes to purchase the maximum principal amount of Senior Notes and Additional Senior Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 of this Indenture. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Senior Notes and Additional Senior Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than or equal to the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Notes and Additional Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall comply with select the applicable securities laws Senior Notes and regulations and Additional Senior Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7580% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) cash; PROVIDED that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents within 90 days (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Senior Debt (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) or existing 2003 Notes, or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an offer to all Holders of Notes (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall comply with select the applicable securities laws and regulations and Notes to be purchased on a PRO RATA basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, in excess of $2.0 million unless (i) the Company Holdings (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value value, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to Holdings (or the Restricted Subsidiary, as determined the case may be) in good faith any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors (including as to the value of all noncash consideration) and such entity set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of of, and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by Holdings or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and ; provided that the amount of (iiix) the Net Proceeds received by the Company any liabilities (as shown on Holdings' or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, as excluding contingent liabilities and trade payables), of Holdings or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the case may beExchange Debentures, or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by Holdings or any such Restricted Subsidiary from such Asset Sale transferee that are applied within 360 promptly, but in no event more than 30 days following after receipt, converted by Holdings or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Holdings may apply such Net Proceeds (a) first, to the extent the Company (or such reduce permanently long-term Indebtedness of a Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) secondto reduce permanently Indebtedness (and, in the case of revolving Indebtedness, to reduce permanently the extent commitments) under the New Credit Agreement, or (c) to an investment in another business, the making of a capital expenditure or the balance acquisition of such other tangible assets, in each case, in the same or a similar line of business as Holdings was engaged in on the date of this Indenture. Any Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets from Asset Sales that are used not applied or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds invested as described provided in the immediately preceding clauses (a) and (b), sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When On the earlier of (i) the 366th day after an Asset Sale or (ii) such date as the Board of Holdings or the Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale in the manner set forth in (a), (b) or (c), if the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)7.5 million, the Company Holdings will be required to make an offer to all Holders of Notes and pari passu Indebtedness Exchange Debentures (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness Exchange Debentures that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessIndenture. To the extent that any Excess Proceeds remain after consummation the aggregate amount of Exchange Debentures tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company Holdings may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer Exchange Debentures surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness Exchange Debentures to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount Asset Sale Offer shall remain open for a period of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's20 Business Days following its commencement and no longer, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, except to the extent that a longer period is required by applicable law (the Company and each other Restricted Subsidiary are released from any guarantee "Asset Sale Offer Period"). No later than five Business Days after the termination of payment of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), Holdings shall purchase the principal amount of such Indebtedness in connection with such Exchange Debentures required to be purchased pursuant to this covenant (the "Asset Sale and (zOffer Amount") any securitiesor, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with if less than the Asset Sale provisions of this IndentureOffer Amount has been tendered, the Company shall comply with the applicable securities laws and regulations and shall not be deemed all Exchange Debentures tendered in response to have breached its obligations under the Asset Sale provisions Offer. Payment for any Exchange Debentures so purchased shall be made in the same manner as interest payments are made on the Exchange Debentures. If the Asset Sale Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name an Exchange Debenture is registered at the close of this Indenture business on such record date, and no additional interest shall be payable to Holders who tender Exchange Debentures pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Holdings shall send, by virtue thereof.first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Exchange Debentures pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Asset Sales. The Company Lessee shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales of inventory in the Company ordinary course of business consistent with past practice (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Lessee shall be governed by the provisions of Section 5.19 hereof and not by the provisions of this Section 5.18), or (ii) issue or sell Equity Interests of any of its Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (A) that have a fair market value in excess of the lesser of $10,000,000 or the amount (which amount is equal to $5,000,000 as of the Effective Date) specified in Section 4.10 of the 1996 Indenture as amended from time to time (such lesser amount, the "Applicable Amount"), or (B) for net proceeds in excess of the "Applicable Amount" (each of the foregoing, an "Asset Sale"), unless (X) Lessee (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board board of Directors directors of the General Partner (including as to and, if applicable, the value audit committee of all noncash considerationsuch board of directors) and set forth in an Officer's Certificate a certificate signed by a Responsible Officer and delivered to the TrusteeAgent) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiY) at least 7580% of the consideration therefor received by Lessee or such Subsidiary is in the form of cash and/or Cash Equivalentscash; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x1) any liabilities (as shown on the CompanyLessee's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) sheet or in the notes thereto), of the Company Lessee or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereofObligations hereunder and under the other Operative Documents) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z2) any securities, notes or other obligations received by the Company (Lessee or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (Lessee or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent ; and provided, further, that the provisions 80% limitation referred to in this clause (Y) shall not apply to any Asset Sale in which the cash portion of any securities laws or regulations conflict the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale provisions of this Indenture, the Company shall comply complied with the applicable securities laws and regulations and aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (w) sales or transfers of accounts receivable by Lessee to an SPE and by an SPE to any other Person in connection with any Accounts Receivable Securitization permitted by Section 5.21 (provided that the aggregate amount of such accounts receivable that shall have breached been transferred to and held by all SPEs at any time shall not exceed 133% of the amount of Accounts Receivable Securitizations permitted to be outstanding under Section 5.21), (x) any transfer of assets by Lessee or any of its obligations Subsidiaries to Lessee or a Restricted Subsidiary, (y) any transfer of assets by Lessee or any of its Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 5.31 and having a fair market value not less than that of the Asset Sale provisions assets so transferred and (z) any transfer of this Indenture assets pursuant to a Permitted Lessee Investment or any sale-leaseback (including sale-leasebacks involving Synthetic Leases) permitted by virtue thereofSection 5.33. Notwithstanding the foregoing, Lessee may not sell, lease, convey or otherwise dispose of any Unit except as permitted by the Lease.

Asset Sales. The Company Anvil shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, in excess of $1.0 million unless (i) the Company Anvil (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value value, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to Anvil (or the Restricted Subsidiary, as determined the case may be) in good faith any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors (including as to the value of all noncash consideration) and such entity set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of of, and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by Anvil or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and ; provided that the amount of (iiix) the Net Proceeds received by the Company any liabilities (as shown on Anvil's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, as excluding contingent liabilities and trade payables), of Anvil or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the case may beSenior Notes, or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by Anvil or any such Restricted Subsidiary from such Asset Sale transferee that are applied within 360 promptly, but in no event more than 30 days following after receipt, converted by Anvil or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Anvil may apply such Net Proceeds (a) first, to the extent the Company (or such reduce permanently long-term Indebtedness of a Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) secondto reduce permanently Indebtedness (and, in the case of revolving Indebtedness, to reduce permanently the extent commitments) under the New Credit Agreement, or (c) to an investment in another business, the making of a capital expenditure or the balance acquisition of such other tangible assets, in each case, in the same or a similar line of business as Anvil was engaged in on the date of this Indenture. Any Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets from Asset Sales that are used not applied or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds invested as described provided in the immediately preceding clauses (a) and (b), sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When On the earlier of (i) the 366th day after an Asset Sale or (ii) such date as the Board of Anvil or the Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale in the manner set forth in (a), (b) or (c), if the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company Anvil will be required to make an offer to all Holders of Senior Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Senior Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessIndenture. To the extent that any Excess Proceeds remain after consummation the aggregate amount of Senior Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company Anvil may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount Asset Sale Offer shall remain open for a period of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's20 Business Days following its commencement and no longer, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, except to the extent that a longer period is required by applicable law (the Company and each other Restricted Subsidiary are released from any guarantee "Asset Sale Offer Period"). No later than five Business Days after the termination of payment of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), Anvil shall purchase the principal amount of such Indebtedness in connection with such Senior Notes required to be purchased pursuant to this covenant (the "Asset Sale and (zOffer Amount") any securitiesor, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with if less than the Asset Sale provisions of this IndentureOffer Amount has been tendered, the Company shall comply with the applicable securities laws and regulations and shall not be deemed all Senior Notes tendered in response to have breached its obligations under the Asset Sale provisions Offer. Payment for any Senior Notes so purchased shall be made in the same manner as interest payments are made on the Senior Notes. If the Asset Sale Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages shall be paid to the Person in whose name a Note is registered at the close of this Indenture business on such record date, and no additional interest shall be payable to Holders who tender Senior Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Anvil shall send, by virtue thereof.first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, cash; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (iiiy) in the Net Proceeds case of any Asset Sale constituting the transfer (by merger or otherwise) of all of the Capital Stock of a Restricted Subsidiary, any liabilities (as shown on such Restricted Subsidiary's most recent balance sheet) of such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that will remain outstanding after such transfer and will not be a liability of the Company or any other Restricted Subsidiary of the Company following such transfer and (z) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received), shall be deemed to be cash for purposes of such this provision. Within 360 days after the receipt of any Net Proceeds after application as described in (a) above and to the extent from an Asset Sale, the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of apply such Net Proceeds, after at its option, (a) to repay Senior Debt, or (b) to the acquisition of a majority of the assets of, or a majority of the Voting Stock of, another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in, or used or useful in, the same or a similar line of business as the Company or one of its Subsidiaries was engaged in on the date of this Indenture or any reasonable extension or expansion thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu other Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu such other Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, : (i) sell, lease, convey or otherwise dispose of any assets (including, without limitation, by way of a sale-and-leaseback) other than sales of inventory and other current assets in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole shall be governed by the provisions of Sections 4.15 and 5.01 hereof), or (ii) the issue of Equity Interests of any of the Company's Restricted Subsidiaries or sale of Equity Interests of any of the Company's Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (a) that have a fair market value in excess of $1,000,000 or (b) for net proceeds in excess of $500,000 (each of the foregoing, an "Asset Sale"). Notwithstanding the foregoing: (i) a transfer of assets by any Person to a Restricted Subsidiary of such Person, or by a Restricted Subsidiary of any Person to such Person or to another Restricted Subsidiary of such Person; (ii) an issuance of Equity Interests by a Restricted Subsidiary of any Person to such Person or to another Restricted Subsidiary of such Person; and (iii) a Restricted Payment that is permitted by the Section 4.07 will not be deemed to be Asset Sales. Within 180 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary, as the case may be, may apply such Net Proceeds from such Asset Sale, at its option, either, (i) receives consideration at reduce Indebtedness (and to correspondingly reduce commitments with respect to any revolving credit facility) such that the time of Debt to Cash Flow Ratio after such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets is lower than before such Asset Sale or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalentsto acquire, and (iii) the or cause a Restricted Subsidiary to acquire, assets useful to its business. Any Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (aSale, other than Equity Interests or debt securities issued by a Person which has Investment Grade Senior Debt) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used not applied or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When Within five days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5 million, the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "shall commence a pro rata Asset Sale Offer") Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Senior Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof on the date fixed for the closing of such offer plus accrued and unpaid interest and Liquidated Damages, if any, thereon to as of the date of purchase, purchase in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessSection 3.09 hereof. To the extent that any Excess Proceeds remain after consummation the aggregate amount of Senior Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount that may be purchased from Excess Proceeds, the Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisgeneral corporate purposes. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, unless (i) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to in good faith, whose determination shall be conclusive evidence thereof and shall be evidenced by a resolution of the value Board of all noncash consideration) and Directors set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7580% of the consideration therefor received by the Company or such Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) cash; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted such Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To Within 360 days after the extent that the provisions receipt of any securities laws or regulations conflict with the Net Proceeds from an Asset Sale provisions of this IndentureSale, the Company shall comply with the applicable securities laws and regulations and shall not be deemed may apply such Net Proceeds, at its option, (a) to have breached its obligations permanently reduce, repurchase, repay or redeem term Indebtedness under the New Credit Agreement or any one or more successor or additional bank facilities, (b) to permanently reduce or repay revolving Indebtedness (and to correspondingly reduce commitments with respect thereto) under the New Credit Agreement or any one or more successor or additional bank facilities, or (c) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company was engaged in on the date of such Asset Sale provisions or another line of business that is reasonably related thereto. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving Indebtedness under the New Credit Agreement or any one or more successor or additional bank facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture by virtue thereof.Indenture. Any Net Proceeds from Asset Sales that are not applied or invested

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to of the value of all noncash consideration) Company and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or, in the case of liabilities of a Restricted Subsidiary, the Subsidiary Guarantee of such Subsidiary) that are assumed by the transferee of any such assets and (iiiy) the Net Proceeds any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received) within 180 days after receipt, shall be deemed to be cash for purposes of such this provision. Within 360 days after the receipt of any Net Proceeds after application as described in (a) above and to the extent from an Asset Sale, the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of apply such Net Proceeds, after at its option, (a) to repay Senior Debt or Pari Passu Indebtedness (provided that if the Company shall so reduce Pari Passu Indebtedness, it will equally and ratably make an Asset Sale Offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders) and/or (b) to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, product distribution rights or intellectual property or rights thereto, in each case, in a line of business permitted by Section 4.17. Pending the final application of any such Net Proceeds, the Company may temporarily reduce borrowings under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When If and when the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will be required to shall (i) make an offer to all Holders of Notes and pari passu (ii) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Indebtedness of the Company in 55 accordance with provisions requiring the Company to prepay, purchase or redeem such Indebtedness with the proceeds from any asset sales (or offer to do so), the maximum principal amount of Notes and of such indebtedness that may be purchased out of such Excess Proceeds, pro rata in proportion to the respective principal amounts (or accreted value, as applicable) of the Notes and such other Indebtedness required to be prepaid, purchased or redeemed or tendered for pursuant to such offer (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds), at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Liquidated Damages thereon, if any to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessSection 3.09. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such An Asset Sale Offer surrendered by Holders thereof exceeds shall be made pursuant to the amount provisions of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisSection 3.09. Upon completion of such hereof. The Asset Sale Offer, the amount of Excess Proceeds Offer shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of made by the Company or any Restricted Subsidiary (other than contingent liabilities in compliance with all applicable laws, including, without limitation, Rule 14e-1 under the Exchange Act and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Salerules thereunder, to the extent that the Company applicable, and each all other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale applicable federal and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any state securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereoflaws.

Asset Sales. The Company shall not, and shall not permit any of its Restricted ----------- Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) ; provided that -------- the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSecurities or, in the case of liabilities of a Guarantor, the Security Guarantee of such Guarantor) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company assets, or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that which the Company and each other its Restricted Subsidiary Subsidiaries are released from any guarantee of payment of in writing by the principal amount of such Indebtedness in connection creditor with such Asset Sale respect thereto, and (zy) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted SubsidiarySubsidiary into cash (to the extent of the cash received) within 180 days after receipt shall be deemed, in each case, to be cash for purposes of this provision; provided, further, however, that this clause -------- ------- ------- (ii) shall not apply to any sale of Equity Interests of or other Investments in Unrestricted Subsidiaries. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to repay Senior Debt, Debt of any Restricted Subsidiary or Pari Passu Debt (other than Debt owed to the Company or a Subsidiary of the Company, and provided that if the Company shall so reduce -------- Pari Passu Debt, it will equally and ratably make an Asset Sale Offer (in accordance with the procedures set forth in Section 3.09 for an Asset Sale Offer) to all Holders), (b) to invest in properties and assets that will be used or useful in the business of the Company or any of its Subsidiaries or (c) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other assets, in each case, that will be used or useful in the business of the Company or any of its Restricted Subsidiaries; provided that if during such 360-day period the Company or a Restricted Subsidiary enters into a definitive -------- agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (b) or (c) such 360-day period will be extended for a period not to exceed 180 days with respect to the amount of Net Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement). Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds (including Excess Proceeds under the Old Indenture) exceeds $10 million, the Company shall (i) make an offer to all Holders of Securities, and (ii) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Debt of the Company in accordance with provisions requiring the Company to prepay, purchase or redeem such Debt with the proceeds from any Asset Sales (or offer to do so), pro rata in proportion to the respective principal amounts (or accreted value, as applicable) of the Securities and such other Debt required to be prepaid, purchased or redeemed or tendered for, in the case of the Securities pursuant to such offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Securities that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest and Liquidated Damages (or, if prior to the Full Accretion Date, 100% of the Accreted Value thereof on the date of purchase, plus Liquidated Damages (if any) to the date of purchase subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date, in accordance with the procedures set forth in Section 3.09). To the extent that the aggregate principal amount (or, if prior to the Full Accretion Date, the aggregate Accreted Value) of Securities and Pari Passu Debt tendered pursuant to an Asset Sale Offer or other offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount (or Accreted Value, as the case may be) from of Securities surrendered by Holders thereof exceeds the pro rata portion of such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed Excess Proceeds to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indentureused to purchase Securities, the Company Trustee shall comply with select the applicable securities laws and regulations and Securities to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by a resolution of the Board of Directors (including as to of the value of all noncash consideration) and Company set forth in an Officer's Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or such Restricted Subsidiary in such Asset Sale, plus all other Asset Sales since the date of this Indenture, on a cumulative basis, is in the form of cash and/or or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets ; provided that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness further liability. Within 360 days after the receipt of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option: (a) to reduce Senior Debt, (b) to acquire controlling interests in another Oil and Gas Business, (c) to make capital expenditures in respect of the Company's or its Restricted Subsidiaries' Oil and Gas Business, (d) to purchase long-term assets that are used or useful in such Oil and Gas Business or (e) to repurchase any Notes. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the first sentence of this paragraph shall (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to purchase the maximum principal amount of Notes and any other pari passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Notes, 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase or, in the case of any other pari passu Indebtedness, 100% of the principal amount thereof (or with respect to discount pari passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.09 hereof or the agreements governing pari passu Indebtedness, as applicable. To the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the aggregate principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiaryaccreted value, as the case may be) from such transferee that are contemporaneously (subject of the Notes and pari passu Indebtedness tendered pursuant to ordinary settlement periods) converted by an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof, and (ii) the aggregate principal amount or such Restricted Subsidiaryaccreted value, as the case may be) into cash and/or Cash Equivalents (to , of other pari passu Indebtedness surrendered by holders or lenders thereof, exceeds the extent amount of Excess Proceeds, the cash and/or Cash Equivalents received), will be deemed Trustee and the trustee or other lender representatives for the pari passu Indebtedness shall select the Notes and other pari passu Indebtedness to be cash and/or Cash Equivalents for purposes of this provision. To purchased on a pro rata basis, based on the extent that the provisions of any securities laws aggregate principal amount (or regulations conflict with the accreted value, as applicable) thereof surrendered in such Asset Sale provisions Offer. Upon completion of this Indenturesuch Asset Sale Offer, the Company Excess Proceeds shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unlessSale, unless (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash EquivalentsEquivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) firstCash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (dother than Subordinated Indebtedness) and that is secured Indebtedness (eincluding that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the second paragraph Company or such Restricted Subsidiary that ranks equally with the Notes but has a maturity date that is prior to the maturity date of Section 4.09 hereof and the Notes and/or (b) second, to the extent of the balance of reinvest such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets, or Equity Interests, of a Foreign Subsidiary may be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets that are used or useful in Equity Interests of a Permitted BusinessForeign Subsidiary. The balance of such Net Cash Proceeds, after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an a pro rata offer to all Holders of Notes and pari passu Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of such Asset Sale (an "Asset Sale Offer") to purchase the maximum principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest thereon to the date of purchasepurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisbasis 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. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) ), other than Subordinated Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that immediately releases the Company or any and all of its Restricted Subsidiary Subsidiaries from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that if the Company and each other all of its Restricted Subsidiary Subsidiaries are immediately released from any guarantee all Guarantees of payment of the principal amount of such Indebtedness in connection with and such Asset Sale Indebtedness is no longer the liability of the Company or any of its Restricted Subsidiaries, and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations shall conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash EquivalentsMarketable Securities; PROVIDED that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto), of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets and (iiiy) the Net Proceeds any notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted SubsidiarySubsidiary into cash (to the extent of the cash received), will be deemed to be cash for purposes of this provision; PROVIDED FURTHER, that the 75% limitation referred to above shall not apply to any sale, transfer or other disposition of assets in which the cash portion of the consideration received therefor is equal to or greater than the after-tax net cash proceeds that would have been received by the Company had a transaction involving the same assets complied with the aforementioned 75% limitation but was not structured with the same tax benefits as the actual transaction, as the case may be) from such Asset Sale are applied within 360 certified in an Officers' Certificate. Within 367 days following after the receipt of any Net Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds (a) firstto permanently reduce long-term Indebtedness of a Restricted Subsidiary that is not a Guaranteeing Subsidiary, (b) to permanently reduce Senior Debt (and, in the case of revolving Indebtedness, to permanently reduce the extent commitments) of the Company (or such Restricted any Guaranteeing Subsidiary, as (c) to cash collateralize letters of credit under the case may be) elects, New Credit Facility and concurrently therewith permanently reduce commitments under the New Credit Facility by an amount equal to the redemption Net Proceeds applied to such cash collateralization (PROVIDED that any such cash collateral released to the Company and/or its Restricted Subsidiaries upon the expiration of such letters of credit is applied in accordance with clause (a), (b) or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and of this sentence not later than the last to occur of (ei) of 367 days after the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance original receipt of such Net Proceeds and (ii) 90 days after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvestrelease), or enter into (d) to an investment in another business, the making of a legally binding agreement to reinvestcapital expenditure or the acquisition of other tangible assets, such product distribution rights or intellectual property or rights thereto, in each case, in a line of business permitted by Section 4.17 hereof. Any Net Proceeds (or any portion thereof) in assets from Asset Sales that are used not applied or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds invested as described provided in the immediately preceding clauses (a) and (b)sentence of this paragraph shall be deemed to constitute, shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)million, the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessSection 3.09 hereof. To the extent that any Excess Proceeds remain after consummation the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company or any Restricted Subsidiary may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by under this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of zero. Notwithstanding the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary'stwo immediately preceding paragraphs, as the case may be) most recent balance sheet) of the Company or any and the Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated Subsidiaries will be permitted to the Notes or any guarantee thereof) that are assumed by the transferee of any consummate an Asset Sale without complying with such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, paragraphs to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment (i) at least 75% of the principal amount of such Indebtedness consideration received in connection with such Asset Sale constitutes Replacement Assets or a combination of Replacement Assets and cash and (zii) such Asset Sale is for fair market value (which, in the case of any securitiesReplacement Assets the fair market value of which exceeds $3.0 million, notes will be evidenced by the opinion of an accounting, appraisal or other obligations investment banking firm of national standing delivered to the Trustee); PROVIDED that any Net Proceeds in the form of cash received by the Company (or such any of its Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (Subsidiaries in connection with any Asset Sale permitted to be consummated pursuant to this paragraph shall be subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the immediately preceding paragraph. An Asset Sale Offer shall be made pursuant to the provisions of this IndentureSection 3.09 hereof. No later than the date which is five (5) Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall comply notify the Trustee of such Asset Sale Offer in accordance with the applicable securities laws Section 3.09 hereof and regulations and shall not commence or cause to be deemed to have breached its obligations under commenced the Asset Sale provisions of this Indenture Offer on a date no later than fifteen (15) Business Days after such notice (the "Commencement Date"). The Asset Sale Offer shall be made by virtue thereofthe Company in compliance with all applicable laws, including, without limitation, Rule 14e-1 under the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to consummate any an Asset Sale unless, unless (i) no Default or Event of Default exists or is continuing immediately prior to or after giving effect to such Asset Sale; (ii) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to of the value of all noncash consideration) and Company set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiiii) at least 7580% of the consideration therefor received by the Company or such Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets ; provided that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount each of (x) the amount of any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereofassets, (y) Indebtedness the amount of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents or as to which the Company or such Subsidiary has received at or prior to the consummation of the Asset Sale a commitment from a nationally recognized investment, merchant or commercial bank to convert into cash within 90 days of the consummation of such Asset Sale unless not actually converted into cash within such 90-day period (to the extent of the cash and/or Cash Equivalents received), received or receivable pursuant to any such commitment) and (z) an amount equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of operating assets to be used or useful in any business in which the Company or any Subsidiary is permitted to engage pursuant to Section 4.13 hereof with respect to which the Trustee has received a first priority fully perfected security interest (subject to Permitted Liens and except to the extent not required pursuant to Section 10.01(c) hereof) will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To For purposes of the extent that following paragraph and clause (iii) of this paragraph, an Event of Loss suffered by the provisions Company or any of any securities laws or regulations conflict with the its Subsidiaries shall constitute an Asset Sale provisions of this Indenture, and the Company shall comply with will be required to apply the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions Net Proceeds from such Event of this Indenture by virtue thereofLoss as set forth below.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate Effect any Asset Sale except that the following shall be permitted: (a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Designated Company, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) so long as no Default is then continuing or would result therefrom, any other Asset Sale (other than the Equity Interests of any Wholly Owned Subsidiary that is a Restricted Subsidiary unless, (i) after giving effect to any such Asset Sale, such person either ceases to be a Restricted Subsidiary or, in the Company (or such Restricted case of an Excluded Guarantor Subsidiary, as the case may bebecomes a Joint Venture Subsidiary) receives consideration at the time of such Asset Sale at least equal to the for fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) value, with at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from for all 174 1120544.02G-CHISR02A - MSW such Asset Sale are applied within 360 days following Sales or related Asset Sales in which the receipt consideration received exceeds $50,000,000 payable in cash upon such sale (provided, however, that for the purposes of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and this clause (b), the following shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness deemed to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of cash: (xi) any liabilities (as shown on the Designated Company's (’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Designated Company or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) payment in cash of the Obligations, that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in with respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such applicable Asset Sale and for which Holdings, the Designated Company and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (zii) any securities, notes or other obligations securities received by the Designated Company (or such the applicable Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Designated Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or received) within 180 days following the closing of the applicable Asset Sale, and (iii) aggregate non-cash consideration received by the Designated Company or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Asset Sale for which such non-cash consideration is received) not to exceed $75,000,000 at any time (net of any non-cash consideration converted into cash)); (c) leases, subleases or licenses of the properties of any Company in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (d) mergers and consolidations, and liquidations and dissolutions in compliance with Section 6.05; (e) sales, transfers and other dispositions of Receivables for the fair market value thereof in connection with a Permitted Factoring Facility; provided that no Default shall be outstanding after giving effect thereto and (A) with respect to any such sale, transfer or disposition of Receivables incurred by a Company that is organized in a Principal Jurisdiction, such transaction is a Permitted German Alternative Financing, Permitted Customer Account Financing or Permitted Novelis Switzerland Financing, (B) with respect to any such sale, transfer of disposition of Receivables incurred by a Company that is organized in a Non-Principal Jurisdiction, the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are organized in a Non-Principal Jurisdiction under all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized in a Non-Principal Jurisdiction then outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination of the then outstanding Receivables of a Company that is organized in a Non-Principal Jurisdiction subject to a Permitted Factoring Facility pursuant to this Section 6.06(e) at such time, plus (z) the aggregate consideration received by a Company that is organized in a Non-Principal Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted German Alternative Financing, Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000, and (C) with respect to any such sale, transfer or disposition of Receivables incurred by a Company that is organized in a Non-Loan Party 175 1120544.02G-CHISR02A - MSW Jurisdiction, the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are organized in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized in a Non-Loan Party Jurisdiction then outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination of the then outstanding Receivables of a Company that is organized in a Non-Loan Party Jurisdiction subject to a Permitted Factoring Facility pursuant to this Section 6.06(e) at such time, plus (z) the aggregate consideration received by a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted German Alternative Financing, any Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000; (f) the sale or disposition of cash and Cash Equivalents receivedin connection with a transaction otherwise permitted under the terms of this Agreement; (g) assignments and licenses of Intellectual Property of any Loan Party and its Subsidiaries in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (h) Asset Sales (i) by and among Unrestricted Grantors (other than Holdings), will be deemed (ii) by any Restricted Grantor to be cash and/or Cash Equivalents any other Restricted Grantor, (iii) by any Restricted Grantor to any Unrestricted Grantor so long as the consideration paid by the Unrestricted Grantor in such Asset Sale does not exceed the fair market value of the property transferred, (iv) by (x) any Unrestricted Grantor to any Restricted Grantor for purposes of this provision. To the extent fair market value and (y) by any Loan Party to any Restricted Subsidiary that is not a Loan Party for fair market value provided that the provisions fair market value of such Asset Sales under this clause (iv) does not exceed the greater of (1) $200,000,000 and (2) 4% of Consolidated Net Tangible Assets in the aggregate for all such Asset Sales since the Effective Date, (v) by any securities laws or regulations conflict with Company that is not a Loan Party to any Loan Party so long as the consideration paid by the Loan Party in such Asset Sale provisions does not exceed the fair market value of this Indenturethe property transferred, and (vi) by and among Companies that are not Loan Parties; provided that no Default is then continuing or would result therefrom; (i) the Company shall comply with Companies may consummate Asset Swaps so long as (x) each such sale is in an arm’s-length transaction and the applicable securities laws Company receives at least fair market value consideration (as determined in good faith by such Company), and regulations and (y) the aggregate fair market value of all assets sold pursuant to this clause (i) shall not be deemed exceed the greater of (1) 2% of Consolidated Net Tangible Assets and (2) $100,000,000 in the aggregate since the Effective Date; provided that so long as the assets acquired by any Company pursuant to have breached its obligations under the respective Asset Sale provisions of this Indenture Swap are located in the same country as the assets sold by virtue thereof.such Company, such aggregate cap will not apply to such Asset Swap; 176 1120544.02G-CHISR02A - MSW

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, : (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and of; (ii) if the Net Proceeds received with respect to any Asset Sale exceed $15.0 million, such fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) except with respect to a disposition of the Exploration and Production Assets of Odessa (including by way of the sale of the capital stock of Odessa) or the assets of the operations conducted by the Company or its Subsidiaries in Argentina and related assets (including by way of the sale of the Capital Stock of the Subsidiary or Subsidiaries conducting such operations), at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalentscash. For purposes of this provision, and each of the following shall be deemed to be cash: (iiia) any liabilities of the Net Proceeds Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Senior Guarantee) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received in that conversion); (c) any assets received in exchange for assets in a "like-kind" exchange or an exchange of assets of the Company or any Restricted Subsidiary for other assets which are useful in the business of the Company and the Restricted Subsidiaries (whether such assets are of "like kind"); and (d) any Designated Noncash Consideration (which shall not at any time exceed, in the aggregate, $30.0 million outstanding.) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds after application as described in at its option: (a1) above to reduce permanently Indebtedness under a Credit Facility and to correspondingly reduce commitments if such Indebtedness constitutes revolving credit borrowings or to repay permanently any other Indebtedness (other than Indebtedness that by its terms is subordinated to the extent Notes or any Subsidiary Guarantees); (2) to acquire all or substantially all of the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvestassets of, or enter into a legally binding agreement majority of the Voting Stock of, another Person engaged in a Permitted Business; (3) to reinvest, such Net Proceeds make a capital expenditure; or (or any portion thereof4) in to acquire other long-term assets that are used or useful in a Permitted Business. The balance Pending the final application of any such Net Proceeds, after the application of Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately second preceding clauses (a) and (b), paragraph shall constitute "Excess Proceeds." When . Within 30 days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)10.0 million, the Company will be required to shall make an offer Asset Sale Offer to all Holders of Notes and pari passu all holders of other Indebtedness (an "Asset Sale Offer") that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and pari passu such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds, at a purchase . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, and shall be payable in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtednesscash. To the extent that If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu such other PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu such other PARI PASSU Indebtedness to be purchased on a pro rata basis. Upon completion of such each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the TrusteeTrustee and, with respect to any Asset Sale involving consideration in excess of $5.0 million, a resolution of the Company's Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% (or, in the case of the sale or other disposition of any Residual Receivables (or interest therein), 50%) of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) ; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are expressly assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Salecurrencies, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents within 30 days after receipt (to the extent of the cash received), shall be deemed to be Cash Equivalents for purposes of this provision. Within 180 days after the receipt of any Net Proceeds from an Asset Sale subject to this covenant, the Company or the Restricted Subsidiary, as the case may be, may apply an amount equal to 100% of such Net Proceeds to (i) an Investment (other than in Receivables that, at the time of purchase, are not Eligible Receivables), or (ii) the purchase of Receivables that are, at the time of purchase, Eligible Receivables, or (iii) the making of any capital expenditure, or (iv) the acquisition of any other tangible assets, in each case, in or with respect to a Permitted Business. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce outstanding Indebtedness or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from Asset Sales not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, Company shall make an offer to all Holders of the Notes (an "Asset Sale Offer") to purchase the maximum principal amount of the Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. Notwithstanding the foregoing, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly sell or otherwise convey or dispose of any Residual Receivables or interest therein for consideration of which less than 85% is in the form of Cash Equivalents, unless: (i) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted and after the Issue Date, upon the creation of any Senior Residual Receivables by the Company or any Restricted Subsidiary, the Company shall designate, by an Officers' Certificate delivered to the Trustee, Senior Residual Receivables with an aggregate book value equal to 25% of the book value of the Senior Residual Receivables so created as Retained Residual Receivables ("Retained Residual Receivables") and no such designation shall have been revoked except as provided below; (ii) none of the Residual Receivables sold, conveyed or otherwise disposed of constitute Retained Residual Receivables unless after giving effect to such sale, conveyance or other disposition the aggregate amount of Senior Residual Receivables of the Company and its Restricted Subsidiaries which are unencumbered by any Lien (of which no more than 25% of the aggregate book value thereof shall constitute Retained Residual Receivables) would be greater than or equal to 250% of all Senior Indebtedness of the Company and its Restricted Subsidiaries; and (iii) after giving effect to any such sale, conveyance or other disposition of Residual Receivables the aggregate amount of Senior Residual Receivables of the Company and its Restricted Subsidiaries which are unencumbered by any Lien (of which not more than 25% of the aggregate book value thereof shall constitute Retained Residual Receivables) would be greater than or equal to 150% of all Senior Indebtedness of the Company and its Restricted Subsidiaries. From time to time, the Company may revoke the designation of any Senior Residual Receivable as a Retained Residual Receivable if the Company simultaneously designates as Retained Residual Receivables (in addition to any other such designation otherwise required by this Indenture) Senior Residual Receivables (not subject to any Lien) with an aggregate book value equal to or greater than that of the Senior Residual Receivables as to which such designation has been revoked. Any determination of the amount of Residual Receivables shall be based on the consolidated balance sheet of the Company and its Restricted Subsidiaries for the most recently ended fiscal quarter for which financial statements are available, after giving pro forma effect to the Asset Sale for which such determination is being made and to any other sale of or Lien on or reduction of Residual Receivables since the date of such balance sheet. To the extent that the aggregate amount of the Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company or the Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to , may use any remaining Excess Proceeds for general corporate purposes. If the extent aggregate principal amount of the cash and/or Cash Equivalents received)Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, will be deemed the Trustee shall select the Notes to be cash and/or Cash Equivalents for purposes purchased on a pro rata basis. Upon completion of this provision. To the extent that the provisions of any securities laws or regulations conflict with the such Asset Sale provisions of this IndentureOffer, the Company amount of Excess Proceeds shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (ix) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; (y) such fair market value shall be determined by the Company's Board of Directors (whose good faith determination shall be conclusive) and evidenced by a Board Resolution set forth in an Officers' Certificate delivered to the Trustee; and (iiz) at least 75% of the consideration received therefor by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xA) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) sheet or in the notes thereto), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zB) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received)received in that conversion) within 30 days of receipt thereof, will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may (a) apply the Net Proceeds from such Asset Sale, at its option, (i) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, or Voting Stock of a Restricted Subsidiary engaged in a Permitted Business (other than any such Voting Stock owned or held by a Restricted Subsidiary), (ii) to make a capital expenditure, or (iii) to acquire other assets that are used or useful in a Permitted Business that have an expected useful life of one year or longer; (b) enter into a legally binding agreement to apply such Net Proceeds as described in the preceding clause (a) within six months after such agreement is entered into and apply such Net Proceeds in accordance with the terms of such agreement or the provisions of clause (a) above; provided that if such agreement terminates the Company shall have until the earlier of (i) 90 days after the date of such termination and (ii) six months after the date of the Asset Sale resulting in such Net Proceeds to effect such an application; or (c) to permanently repay (and reduce the commitments with respect to) Pari Passu Indebtedness. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount (or, if applicable, accreted value) of Notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value thereof (or principal amount, if applicable, of such other Indebtedness) plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate Accreted Value of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such difference for any purpose not 38 otherwise prohibited by this Indenture. If the aggregate Accreted Value of Notes and principal amount (or, if applicable, accreted value) of such other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis based on the Accreted Value of Notes and principal amount (or, if applicable, accreted value) of such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofof such conflict.

Asset Sales. The Company and Holdings shall not, and shall not permit any of its Restricted their respective Subsidiaries to, directly or indirectly, to consummate any an Asset Sale unless, unless (i) the Company (Company, Holdings or such the Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by the a Board of Directors (including as to the value of all noncash consideration) and Resolution set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company, Holdings or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) ; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's ('s, Holdings' or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company Company, Holdings or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Notes), the Holdings Guarantee or any guarantee thereofSubsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company Company, Holdings or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (Company, Holdings or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (Company, Holdings or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provisionSection. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Holdings, as the case may be, may apply such Net Proceeds, at its option, (a) to permanently reduce outstanding Senior Indebtedness (and correspondingly reduce commitments thereunder) or (b) to acquire a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company was engaged in on the date of this Indenture. Pending the final application of any such Net Proceeds, the Company or Holdings, as the case may be, may temporarily reduce revolving credit Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company and Holdings shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds, the Company or Holdings, as the case may be, may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall comply with select the applicable securities laws and regulations and Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless, unless (ix) the Company Issuer (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; (y) such fair market value is determined by the Issuer's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officer's Certificate delivered to the Trustee; and (iiz) at least 75% of the consideration received therefor by the Issuer or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, however, that each of the following shall be deemed to be cash for purposes of this provision: (A) any Indebtedness or other liabilities, as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and Indebtedness that is by its terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Issuer or such Restricted Subsidiary from further liability; and (iiiB) the Net Proceeds any securities, Notes or other obligations received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted within 45 days of the applicable Asset Sale by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. Notwithstanding the foregoing, the Issuer and its Restricted Subsidiaries may engage in Asset Swaps; provided that, (i) immediately after giving effect to such Asset Swap, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; and (ii) the Issuer's Board of Directors determines that such Asset Swap is fair to the Issuer or such Restricted Subsidiary, as the case may be) , from a financial point of view and such Asset Sale are applied within 360 determination is evidenced by a resolution of the Board of Directors set forth in an Officer's Certificate delivered to the Trustee. Within 365 days following after the receipt of such any Net Proceeds from an Asset Sale, the Issuer may apply those Net Proceeds at its option: (a) firstto a permanent repayment or reduction of Indebtedness (other than subordinated Indebtedness) of the Issuer or a Restricted Subsidiary and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (b) to acquire all or substantially all of the extent assets of a Permitted Business; (c) to acquire Voting Stock of a Permitted Business from a Person that is not a Subsidiary of the Company Issuer; provided, that (or 1) after giving effect thereto, the Issuer and its Restricted Subsidiaries collectively own a majority of such Restricted SubsidiaryVoting Stock and (2) such acquisition is otherwise made in accordance with this Indenture, as the case may be) electsincluding, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses without limitation Section 4.07 hereof; (d) and to make capital expenditures; or (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in acquire other long-term tangible assets that are used or useful in a Permitted Business. The balance Pending the final application of such any Net Proceeds, after the application of such Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the first sentence of the immediately preceding clauses (a) and (b), shall paragraph will be deemed to constitute "Excess Proceeds." When Within five days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)20.0 million, the Company Issuer will be required to make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu Indebtedness (an "Asset Sale Offer") with the Notes containing provisions similar to those set forth in this Indenture relating to the Notes with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof, at maturity plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the date of purchase (or, in the case of purchases of notes prior to February 15, 2006, at 100% of the Accreted Value thereof, plus Liquidated Damages thereon, if any, to the date of purchase), and will be payable in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtednesscash. To the extent that If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount at maturity or Accreted Value (as applicable) of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis based on the principal amount at maturity or Accreted Value (as applicable) of notes and such other pari passu Indebtedness tendered. Upon completion of such each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero for purposes of the first sentence of this paragraphzero. The amount Issuer shall comply with the requirements of (x) Rule 14e-1 under the Exchange Act and any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities securities laws and liabilities that are by their terms subordinated regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provisionOffer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale Sales provisions of this Indenturethe indenture, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofof such conflict.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of of, or any combination of, (A) cash and/or or Cash Equivalents, and (iiiB) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt assumption of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zC) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 30 days following their receipt (to the extent of the cash or Cash Equivalents received); provided, that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.12 hereof or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure shall not be required to satisfy the conditions set forth in clauses (i) and (ii) of this paragraph. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option, (a) from to permanently repay term loans that constitute Senior Debt, and if no term Senior Debt is outstanding at such transferee time, to repay outstanding revolving borrowings that are contemporaneously constitute Senior Debt, (subject b) to ordinary settlement periodsacquire a controlling interest in another business or all or substantially all of the assets of a business, in each case engaged in a Permitted Business, or (c) converted by to acquire other non-current assets to be used in a Permitted Business, including, without limitation, assets or Investments of the nature or type described in clause (m) of the definition "Permitted Investments," provided that the Company (or such Restricted SubsidiarySubsidiary will have complied with clause (b) or (c) if, within 365 days of such Asset Sale, the Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or Investment, or a binding agreement with respect to an expenditure or Investment, in compliance with clause (b) or (c) and such expenditure or Investment is substantially completed within a date one year and six months after the date of such Asset Sale. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the case may be) into cash and/or Cash Equivalents (to the extent first sentence of the cash and/or Cash Equivalents received), will this paragraph shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofconstitute "Excess Proceeds." When the

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the applicable Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and Directors), (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such the Restricted Subsidiary, as the case may be) , from such Asset Sale are applied within 360 days following shall be cash or Cash Equivalents; provided that the receipt amount of such Net Proceeds (a) first, to any liabilities (as shown on the extent the Company (Company's or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e's most recent balance sheet) of the second paragraph Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of Section 4.09 hereof any such assets, and (b) second, any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the balance cash received), shall be deemed to be cash for the purposes of this provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to repay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a commitment reduction under such revolving credit facility, (B) to reinvest in Productive Assets, or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Proceeds after application as described in (a) above and to the extent Cash Proceeds, the Company (or such Restricted SubsidiarySubsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the case may beBoard of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) electsor (iii)(C) of the next preceding sentence (each, to reinvest, or enter into a legally binding agreement to reinvest, such "Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (bOffer Trigger Date"), shall constitute "Excess Proceeds." When the aggregate amount of Excess Net Cash Proceeds equals that have not been applied on or exceeds $15.0 million before such Net Proceeds Offer Trigger Date as permitted in clauses (taking into account income earned on such Excess Proceedsiii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company will be required or such Restricted Subsidiary to make an offer to all Holders of Notes and pari passu Indebtedness purchase (an the "Asset Sale Net Proceeds Offer") to purchase on a date (the maximum principal "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes and pari passu Indebtedness that may be purchased out of equal to the Excess Proceeds, Net Proceeds Offer Amount at a purchase price in cash in an amount equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest thereon to the date of purchase; provided, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent however, that if at any Excess Proceeds remain after consummation of an Asset Sale Offer, time any non-cash consideration received by the Company may use such Excess Proceeds for or any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes Restricted Subsidiary of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $5.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $5.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $5.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Upon the completion of any Net Proceeds Offer in accordance with the terms of this Indenture, the Net Proceeds Offer Amount shall be reset at zero. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) most recent balance sheetat least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company's Board of Directors); provided that any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness Subsidiaries in connection with such any Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (permitted to be consummated under this paragraph shall be subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent provisions of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provisiontwo preceding paragraphs. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by a resolution of the Board of Directors (including as to of the value of all noncash consideration) and Company set forth in an Officer's ’s Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or such Restricted Subsidiary in such Asset Sale, plus all other Asset Sales since the date of this Indenture, on a cumulative basis, is in the form of cash and/or or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets ; provided that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (’s or such Restricted Subsidiary's, as the case may be) ’s most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Securities or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness shall be treated as cash for the foregoing purposes. Within 360 days after the receipt of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option: (a) to reduce Senior Debt, (b) to acquire controlling interests in another Oil and Gas Business, (c) to make capital expenditures in respect of the Company’s or its Restricted Subsidiaries’ Oil and Gas Business, (d) to purchase long-term assets that are used or useful in such Oil and Gas Business or (e) to repurchase any Securities. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the first sentence of this paragraph shall (after the expiration of the periods specified in this paragraph) be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to purchase the maximum principal amount of Securities and any other pari passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Securities, 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase or, in the case of any other pari passu Indebtedness, 100% of the principal amount thereof (or with respect to discount pari passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.09 hereof or the agreements governing pari passu Indebtedness, as applicable. To the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the aggregate principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiaryaccreted value, as the case may be) from such transferee that are contemporaneously (subject of the Securities and pari passu Indebtedness tendered pursuant to ordinary settlement periods) converted by an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Securities surrendered by Holders thereof, and (ii) the aggregate principal amount or such Restricted Subsidiaryaccreted value, as the case may be) into cash and/or Cash Equivalents (to , of other pari passu Indebtedness surrendered by holders or lenders thereof, exceeds the extent amount of Excess Proceeds, the cash and/or Cash Equivalents received), will be deemed Trustee and the trustee or other lender representatives for the pari passu Indebtedness shall select the Securities and other pari passu Indebtedness to be cash and/or Cash Equivalents for purposes of this provision. To purchased on a pro rata basis, based on the extent that the provisions of any securities laws aggregate principal amount (or regulations conflict with the accreted value, as applicable) thereof surrendered in such Asset Sale provisions Offer. Upon completion of this Indenturesuch Asset Sale Offer, the Company Excess Proceeds shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith the case of an Asset Sale or Asset Sales aggregating $10,000 or more, evidenced by an Officers' Certificate delivered to the Trustee and, in the case of any Asset Sale having a fair market value or resulting in net proceeds in excess of $5.0 million, evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of cash and/or Cash Equivalentscash, and (iii) provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any Restricted such Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds to the making of a Permitted Investment, the making of a capital expenditure in a Permitted Business or the acquisition of long-term assets in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily or permanently reduce Indebtedness under a Credit Facility or in accordance with the MFOC Indenture or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an Asset Sale Offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to December 1, 2002) or 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (if such date of purchase is on or after December 1, 2002), in each case in accordance with the procedures set forth in this Indenture. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall comply with select the applicable securities laws and regulations and Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate engage in any Asset Sale unless, (ix) unless at least 85% of the Company (consideration received by the Borrower or such Restricted Subsidiary, as the case may be) receives consideration at the time of Subsidiary from such Asset Sale is in cash or Cash Equivalents, (y) unless the consideration received by the Borrower or such Subsidiary is at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) Fair Market Value of the Capital Stock or assets or Equity Interests issued or sold or otherwise disposed Disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject if and to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the aggregate Net Cash Proceeds from all Asset Sales from and after January 1, 2004 would be in excess of $100,000,000; provided, that (i) clauses (a)(x) and (a)(y) of this Section shall not apply to any Asset Sale where the Fair Market Value of the Capital Stock or assets Disposed of in such Asset Sale is less than $5,000,000, (ii) clause (a)(z) of this Section shall not apply to any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to Capitalized Lease Obligations), (iii) this clause (a) shall not apply to sales of Capital Stock of Subsidiaries and (iv) clauses (a)(x) and (a)(z) of this Section, shall not apply to like kind exchanges of theatres for other theatres or property. The Net Cash Proceeds of each Asset Sale shall, to the extent not invested in activities permitted by Section 8.2.12, be applied pursuant to Section 2.2.2(b) (subject to the proviso to the first sentence thereof). Notwithstanding the provisions of any securities laws Sections 2.2.2(b) and 8.2.13(a), the Borrower shall be permitted to engage in one or regulations conflict with more Asset Sales in which the assets Disposed of in such Asset Sale provisions consist of this Indenture, the Company shall comply with Borrower’s National Cinema Network business or the applicable securities laws International Assets and regulations and any such Asset Sale shall not be deemed to have breached its obligations under the considered as an Asset Sale provisions for purposes of determining whether the $100,000,000 limitation in clause (a)(z) of this Indenture by virtue thereofSection has been exceeded.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, : (ia) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; (b) in the case of Asset Sales for consideration exceeding $5.0 million, the fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iic) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalentscash. For purposes of this provision, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) each of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company following will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness deemed to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of cash: (xi) any liabilities (liabilities, as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) sheet or in the notes thereto, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale further liability; and (zii) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (contemporaneously, subject to ordinary settlement periods) , converted by the Company (or such Restricted SubsidiarySubsidiary into cash, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received)received in that conversion. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply the Net Proceeds, at its option, either (a) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, (b) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, (c) to make a capital expenditure, or (d) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." Within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall make an Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of such offer to purchase, the amount of Excess Proceeds will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the TrusteeTrustees) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalentscash; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinate to the Company Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or, in the case of the sale of Capital Stock, that are assumed by the transferee by operation of law and (iiiy) the Net Proceeds any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such Asset Sale transferee that are applied within 360 promptly (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 365 days following after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary may apply such Net Proceeds (a) first, to the extent repay or repurchase Indebtedness of a Restricted Subsidiary of the Company (and to correspondingly reduce commitments with respect thereto in the case of revolving credit borrowings), (b) to the acquisition of all or substantially all of the assets of, or a majority of the Voting Stock of, another Person (or business unit or division of such Person); provided, that the primary business of such Person (or unit or division) is a Permitted Business, (c) to fund obligations of the Company or any Restricted Subsidiary under the Partnership Parks Agreements or the Subordinated Indemnity Agreement, (d) to the acquisition of Capital Stock of a Restricted Subsidiary of the Company held by Persons other than the Company or any Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent making of the balance of such Net Proceeds after application as described in a capital expenditure or (af) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in acquisition of other long-term assets that are used or useful in a Permitted Business. The balance Pending the final application of any such Net Proceeds, after the application of Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)20.0 million, the Company will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness of the Company containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of the Company that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon thereon, if any, to the date of purchaserepurchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu other Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount at maturity or accreted value (as applicable) of Company Notes and pari passu such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Company Notes and pari passu such other Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company Each of the Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company such Issuer (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the TrusteeTrustee and a resolution of the Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7580% of the consideration therefor received by such Issuer or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents(A) cash, and (iiiB) assets useful in a Permitted Business not to exceed $30.0 million in the Net Proceeds received by aggregate over the Company life of the Notes, or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $30.0 million in the aggregate over the life of the Notes (collectively, the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on such Issuer's or such Restricted Subsidiary's most recent balance sheet), of such Issuer or any Restricted Subsidiary (other than contingent liabilities (except to the extent reflected (or reserved for) on a balance sheet of the Issuers or any Restricted Subsidiary as of the case may bedate prior to the date of consummation of such transaction) and liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by such Issuer or any such Restricted Subsidiary from such transferee that are converted within 90 days by such Issuer or such Restricted Subsidiary into Permitted Consideration (to the extent so received), shall be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 80% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale are applied within 360 complied with the aforementioned 80% limitation. Within 365 days following after the receipt of any Net Proceeds from an Asset Sale, the Issuers may apply such Net Proceeds Proceeds, at their option, (a) firstto repay Senior Debt, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent acquisition of the balance of such Net Proceeds after application as described in (a) above and assets to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are be used or useful in a Permitted Business. The balance Pending the final application of any such Net Proceeds, after the application of Issuers may temporarily reduce the New Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)million, the Company will Issuers shall be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessSection 3.09. To the extent that any Excess Proceeds remain after consummation the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company Issuers may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Subordinated Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and pari passu Indebtedness to be purchased on a pro rata basis; provided, however, that the Issuers shall not be obligated to purchase Senior Subordinated Notes in denominations other than integral multiples of $1,000. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets cash; provided that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xa) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) ), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofSenior Subordinated Notes) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zb) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will ) shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply such Net Proceeds (i) to permanently reduce Senior Debt of the Company or such Restricted Subsidiary (and to correspondingly reduce commitments with respect thereto), or (ii) to make capital expenditures or acquire long-term assets in the same line of business as the Company was engaged in immediately prior to such Asset Sale or, in the case of a sale of accounts receivable in connection with any accounts receivable financing, for working capital purposes. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million (an "Excess Proceeds Offer Triggering Event"), the Company shall make an offer to all Holders of Senior Subordinated Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Senior Subordinated Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof and this Section 4.10. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Senior Subordinated Notes tendered pursuant to an Asset Sale provisions Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes (subject to the restrictions of this Indenture). If the aggregate principal amount of Senior Subordinated Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Company Trustee shall comply with select the applicable securities laws and regulations and Senior Subordinated Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations reset at zero. The occurrence of an Excess Proceeds Offer Triggering Event could result in a default under the Asset Sale provisions Senior Debt of this Indenture by virtue thereofthe Company.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any engage in an Asset Sale unless, in excess of $1,000,000 unless (i) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value value, of the assets or Equity Interests sold or otherwise disposed of and, in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or such Subsidiary, as determined the case may be) in good faith any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors (including as to the value of all noncash consideration) and such entity set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) ; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheetsheet or in the notes thereto, but excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases and from which the Company or any Restricted such Subsidiary are unconditionally released from all liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Salenotes, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes securities or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) promptly, but in no event more than 30 days after receipt, converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents shall (to the extent of the cash and/or Cash Equivalents received), will ) be deemed to be cash and/or Cash Equivalents for purposes of this provisionprovision and the receipt of such cash shall be treated as cash received from the Asset Sale for which such Notes or obligations were received. To The Company or any of its Subsidiaries may apply the Net Proceeds from each Asset Sale, at its option, within 360 days after the consummation of such Asset Sale, (a) to permanently reduce any Senior Indebtedness, Guarantor Senior Indebtedness or, in the case of an Asset Sale by a Foreign Subsidiary, to permanently reduce Indebtedness of such Foreign Subsidiary (and in the case of any senior revolving indebtedness to correspondingly permanently reduce commitments with respect thereto), (b) to make capital expenditures, for the acquisition of another business or the acquisition of other long-term assets, in each case, in the same or a Related Business or (c) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the provisions Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking. Pending the final application of any securities laws or regulations conflict with the Asset Sale provisions of this Indenturesuch Net Proceeds, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.may temporarily reduce Senior

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly engage in or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Board of Directors (including as to in good faith, whose determination shall be conclusive evidence thereof and shall be evidenced by a resolution of the value Board of all noncash consideration) and Directors set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash EquivalentsEquivalents other than in the case where the Company or such Restricted Subsidiary is undertaking a Permitted Asset Swap; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary agreement that releases the Company or such Restricted Subsidiary from further liability and (iiiy) the Net Proceeds any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted within 15 days by the Company or such Restricted Subsidiary, as Subsidiary into cash (to extent of the case may becash received) from such Asset Sale are applied within shall be deemed to be cash for purposes of this provision. Within 360 days following after the receipt of any Net Proceeds from an Asset Sale, the Company or its Restricted Subsidiaries may apply such Net Proceeds Proceeds, at its option, (a) firstto permanently reduce Senior Debt, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvestinvestment in, or enter into the making of a legally binding agreement to reinvestcapital expenditure or the acquisition of, such Net Proceeds (other property or any portion thereof) assets in assets that are each case used or useful useable in a Permitted Business. The balance , or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the investment in or acquisition by the Company or any Restricted Subsidiary thereof, such Net ProceedsPerson becomes a Restricted Subsidiary, after or (c) a combination of the application of such Net Proceeds as uses described in the immediately preceding clauses (a) and (b). Pending the final application of any such Net Proceeds, shall the Company or its Restricted Subsidiaries may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales, that are not applied or invested as provided in the first sentence of this paragraph within the 360-day period after receipt of such Net Proceeds will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 10.0 million (taking into account income earned on such Excess Proceedsan "Asset Sale Offering Triggering Event"), the Company will be required to make an offer to all Holders of Notes and pari passu and, to the extent required by the terms of any Pari Passu Indebtedness to all holders of such Pari Passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing Section 3.09 hereof or such pari passu Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount of Notes and any Excess Proceeds remain after consummation of such Pari Passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company or its Restricted Subsidiaries may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and pari passu any such Pari Passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or such Subsidiary is in the form of cash and/or Cash Equivalentscash; provided that the amount of (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 guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (iiib) the Net Proceeds any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received) shall be deemed to be cash for purposes of this Section 4.10. Within 180 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds after application as described in Proceeds, at its option, (a) above and to the extent repay Indebtedness of the Company under a Credit Facility or (b) to acquire all or such Restricted Subsidiary, as substantially all of the case may be) elects, to reinvestassets of, or enter into a legally binding agreement majority of the Voting Stock of, another Permitted Business, (c) to reinvest, such Net Proceeds make a capital expenditure or (or any portion thereofd) in to acquire other long-term assets that are used or useful in a Permitted Business. The balance Pending the final application of any such Net Proceeds, after the application of Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu Indebtedness with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such other pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) cash; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) promptly converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this Section 4.10. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or such Restricted Subsidiary) may apply such Net Proceeds, at its option, either (a) to repay any Senior Debt of the Company or a Guarantor, or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long- term assets, in each case, in the same line of business as the case may be) into cash and/or Cash Equivalents (to Company and its Restricted Subsidiaries were engaged on the extent of date hereof or in a Related Business. Pending the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions final application of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.such

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the TrusteeTrustee and, with respect to any Asset Sale involving consideration in excess of $5.0 million, a resolution of the Company's Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) ; PROVIDED that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are expressly assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Salecurrencies, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents within 30 days after receipt (to the extent of the cash received), shall be deemed to be Cash Equivalents for purposes of this provision. The Company or the Restricted Subsidiary, as the case may be, within 180 days after the receipt of any Net Proceeds from an Asset Sale subject to this Section, may apply such Net Proceeds (a) to permanently reduce Senior Indebtedness (other than the Notes or obligations of a Special Purpose Entity) of the Company or of any Restricted Subsidiary, or (b) to (i) an Investment (other than in Receivables that, at the time of purchase, are not Eligible Receivables), or (ii) the purchase of Receivables that are, at the time of purchase, Eligible Receivables (including payment of Dealer Participations), or (iii) the making of any capital expenditure, or (iv) the acquisition of any other tangible assets, in each case, in or with respect to a Permitted Business. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the principal obligations outstanding under any Warehouse Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such transferee Asset Sales that are contemporaneously not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with this Section 510. Notwithstanding the foregoing, if any Excess Spread or interest therein is sold or otherwise conveyed or disposed of in an Asset Sale subject to ordinary settlement periodsthis Section 510 and, immediately thereafter, Finance Income Receivable relating to the remaining aggregate Excess Spread not sold, conveyed or disposed of pursuant to such transaction (the "Remaining Finance Income Receivable") converted would be less than Minimum Finance Income Receivable, the Company shall be required to make an Asset Sale Offer in the amount by which the Remaining Finance Income Receivable is less than Minimum Finance Income Receivable (the "FIR Offer Amount"), without regard to the application of the Net Proceeds of such sale by the Company pursuant to clause (a) or such (b) above; PROVIDED, that any Asset Sale Offer made pursuant to this sentence shall be at an offer price of 101% of the principal amount of the Notes plus accrued and unpaid interest thereon to the date of the purchase. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds or FIR Offer Amount, the Company or the Restricted Subsidiary, as the case may be, may use any remaining Excess Proceeds or FIR Offer Amount for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds or FIR Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The FIR Offer Amount shall be determined separately for each Asset Sale of Excess Spread. The Asset Sale Offer shall remain open for the minimum period of time required by Rule 14e-1 and no longer (the "Asset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 510 (the "Asset Sale Offer Amount") into cash and/or Cash Equivalents (or, if less than the Asset Sale Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On or before the Asset Sale Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes tendered, and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 510. The Company, the Depositary or the Paying Agent, as the case may be, shall, not later than five days after the Asset Sale Purchase Date, mail or deliver to each tendering Holder an amount equal to the purchase price of the cash and/or Cash Equivalents received)Notes tendered by such Holder and accepted by the Company for purchase, will and the Company shall issue a new Note, and the Trustee, upon delivery of an Officers' Certificate from the Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of any Note surrendered. Any Note not so accepted shall be deemed promptly mailed or delivered by the Company to be cash and/or Cash Equivalents for purposes the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provisionSection 510. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 510, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture Section 510 by virtue thereof. Notwithstanding the foregoing, this Section 510 shall be of no further force or effect and shall cease to apply upon and after the occurrence of an Investment Grade Rating Event.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate to conduct any Asset Sale unless, unless (ix) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (for Asset Sales having a fair market value or Net Proceeds in excess of $5.0 million as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (iiy) at least 75% of the consideration received therefor by the Company or such Subsidiary is in the form of cash and/or Cash Equivalentscash; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xA) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereofassets, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zB) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will (C) any assets received in exchange for assets pursuant to a like-kind exchange and (D) any $25.0 million of Designated Noncash Consideration (which shall not at any time exceed, in the aggregate, $25.0 million outstanding), in each case, shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 365 days after any Asset Sale, the Company (or such Subsidiary) may apply the Net Proceeds from such Asset Sale, at its option, either (a) to an investment in another business, the making of a capital expenditures or the acquisition of other long-term assets, in each case, in the same or similar line of business as the Company was engaged in on the date of this Indenture, or (b) to permanently reduce long-term Indebtedness of the Company or a Subsidiary of the Company or to permanently reduce borrowings and commitments under Indebtedness permitted to be incurred pursuant to clause (i) of the second paragraph of Section 4.09 hereof. Pending the final application of any such Net Proceeds, the Company (or such Subsidiary) may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds, the Company shall comply with (or such Subsidiary) may use such deficiency for general corporate purposes. Upon completion of such offer to purchase, the applicable securities laws and regulations and shall not amount of Excess Proceeds will be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofbe reset at zero.

Asset Sales. The Company ACC shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate engage in any Asset Sale unless, unless (i) the Company ACC (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by the a resolution of ACC's Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests Capital Stock issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by ACC or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, and (iii) the Net Proceeds received by the Company however, that ACC (or such the Restricted Subsidiary, as the case may be) from may receive Permitted Asset Sale Consideration in lieu of cash or Cash Equivalents if ACC and its Restricted Subsidiaries could incur, on a pro forma basis after giving effect to such Asset Sale are applied within 360 days following and receipt of such Permitted Asset Sale Consideration as if the same had occurred at the beginning of the most recent four full fiscal quarters ending immediately prior to the date of such Asset Sale, at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.09 hereof. Within one year after the receipt of such any Net Proceeds (a) firstfrom any Asset Sale, to the extent the Company ACC (or such the Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of apply such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses at its option, (a) and to retire Senior Debt, (b)) to the purchase of a controlling interest in another business or to the purchase of capital assets, shall in each case, in the same line of business as ACC was engaged in on the date of this Indenture or (c) to redeem 9 3/4% Debentures in accordance with the provisions of the 9 3/4% Indenture. Any Net Proceeds from any Asset Sale that are not applied or invested as provided in the preceding sentence constitute Excess Proceeds (the "Excess Proceeds." When "). Within five Business Days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will be required to ACC shall make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") Offer to purchase the maximum principal amount of Notes and pari passu Indebtedness any Pari Passu Debt that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessPari Passu Debt, as applicable. To the extent that any the aggregate amount of Notes and Pari Passu Debt tendered pursuant to Section 3.10 hereof is less than the Excess Proceeds remain after consummation of an Asset Sale OfferProceeds, ACC (or such Restricted Subsidiary, as the Company case may be) may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer Pari Passu Debt surrendered by Holders the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis, based upon the principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The Company shall obtain from the indenture trustee, representative or agent under the documentation governing any Pari Passu Debt the amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities Pari Passu Debt that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness has been tendered in connection with such any Asset Sale Offer and (z) any securities, notes or other obligations received by the Company (or provide such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (information in an Officers' Certificate delivered to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofTrustee.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents, and (iii) ; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received)cash) received within ten business days after the consummation of such Asset Sale, will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to repay Indebtedness in respect of one or more Credit Facilities and permanently reduce the maximum commitments thereunder (provided that such reductions shall have no effect on the amount of Indebtedness permitted to be incurred pursuant to clause (a)(y) of the second paragraph of Section 4.09 hereof) and/or (b) to the acquisition of a controlling interest in, or all or substantially all of the assets of, another business or the making of a capital expenditure in a Permitted Business. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under any Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any asset sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture) to all holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the provisions aggregate principal amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the Excess Proceeds (after giving effect to any pro rata payment with respect to pari passu Indebtedness as aforesaid), the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall comply with select the applicable securities laws and regulations and Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofreset at zero.

Asset Sales. The Parent Entity and the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, : (i) the Company (or such the Restricted SubsidiarySubsidiary or Parent Entity, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee and (iiiii) at least 75% of the consideration received therefor by the Company or such Restricted Subsidiary or Parent Entity is in the form of cash and/or or Cash Equivalents; provided, and (iii) however, that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (liabilities, as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's or Parent Entity's most recent balance sheet) , of the Company or any Restricted Subsidiary or Parent Entity (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofGuarantee) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary or Parent Entity from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary or Parent Entity from such transferee that are contemporaneously (contemporaneously, subject to ordinary settlement periods) , converted by the Company (or such Restricted SubsidiarySubsidiary or Parent Entity into cash, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received)received in that conversion, will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions A transfer of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, assets by the Company shall comply with to a Subsidiary Guarantor or by a Subsidiary Guarantor to the applicable securities laws Company or to another Subsidiary Guarantor, and regulations and an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, shall not be deemed to have breached be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof shall not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply (or cause to be applied) the Net Proceeds from such Asset Sale, at its obligations under option (a) to Repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect to such revolving credit Indebtedness, (b) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, (c) to make a Capital Expenditure or (d) to acquire or make capitalized repairs to other long-term assets that are used or useful in a Permitted Business. Notwithstanding the foregoing, neither the Company nor one or more of its Subsidiaries shall engage in an Asset Sale provisions in which the purchaser or transferee is the Parent Entity. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by virtue thereofthis Indenture. If the aggreate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be deemed to be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the TrusteeTrustee and, with respect to any Asset Sale involving consideration in excess of $5.0 million, a resolution of the Company's Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7585% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) ; PROVIDED that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are expressly assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Salecurrencies, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents within 30 days after receipt (to the extent of the cash received), shall be deemed to be Cash Equivalents for purposes of this provision. The Company or the Restricted Subsidiary, as the case may be, within 180 days after the receipt of any Net Proceeds from an Asset Sale subject to this Section, may apply such Net Proceeds (a) to permanently reduce Senior Indebtedness (other than the Notes or obligations of a Special Purpose Entity) of the Company or of any Restricted Subsidiary, or (b) to (i) an Investment (other than in Receivables that, at the time of purchase, are not Eligible Receivables), or (ii) the purchase of Receivables that are, at the time of purchase, Eligible Receivables (including payment of Dealer Participations), or (iii) the making of any capital expenditure, or (iv) the acquisition of any other tangible assets, in each case, in or with respect to a Permitted Business. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the principal obligations outstanding under any Warehouse Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such transferee Asset Sales that are contemporaneously not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Senior Term Notes (a "Senior Term Note Asset Sale Offer") to purchase the maximum principal amount of Senior Term Notes that may be purchased out of the Excess Proceeds. To the extent that, following such Senior Term Note Asset Sale Offer, any Excess Proceeds remain (any such remaining Excess Proceeds the "Remaining Excess Proceeds"), the Company shall be required to make an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any PARI PASSU Indebtedness incurred in accordance with the Indenture, the terms of which Indebtedness require an asset sale offer) to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Remaining Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with this Section 510. Notwithstanding the foregoing, if any Excess Spread or interest therein is sold or otherwise conveyed or disposed of in an Asset Sale subject to ordinary settlement periodsthis Section 510 and, immediately thereafter, Finance Income Receivable relating to the remaining aggregate Excess Spread not sold, conveyed or disposed of pursuant to such transaction (the "Remaining Finance Income Receivable") converted would be less than Minimum Finance Income Receivable, the Company shall be required to make a Senior Term Note Asset Sale Offer in the amount by which the Remaining Finance Income Receivable is less than Minimum Finance Income Receivable (the "FIR Offer Amount"), without regard to the application of the Net Proceeds of such sale by the Company pursuant to clause (a) or (b) above. To the extent that, following such Senior Term Note Asset Sale Offer, any of the FIR Offer Amount set aside for such Senior Term Note Asset Sale Offer remains (any such amount, the "Remaining FIR Offer Amount"), the Company shall be required to make an Asset Sale Offer in the amount of the Remaining FIR Offer Amount; PROVIDED, that any Asset Sale Offer made pursuant to this sentence shall be at an offer price of 101% of the principal amount of the Notes plus accrued and unpaid interest thereon to the date of the purchase. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Remaining Excess Proceeds or Remaining FIR Offer Amount, as applicable, the Company or the Restricted Subsidiary, as the case may be, may use any remaining Remaining Excess Proceeds or Remaining FIR Offer Amount for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Remaining Excess Proceeds or Remaining FIR Offer Amount (after giving effect to any pro rata payment with respect to PARI PASSU Indebtedness as aforesaid), as applicable, the Trustee shall select the Notes to be purchased on a pro rata basis (including any principal amount (or accreted value, if applicable) into cash and/or Cash Equivalents tendered in respect of any asset sale offer required by the terms of any PARI PASSU Indebtedness incurred in accordance with the Indenture). Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The FIR Offer Amount shall be determined separately for each Asset Sale of Excess Spread. Notwithstanding the relative rights of the Holders of the Senior Term Notes, the Notes and any such PARI PASSU Indebtedness with respect to Asset Sale Offers, the Notes and any such PARI PASSU Indebtedness shall constitute Senior Indebtedness of the Company and shall not be deemed subordinate in right of payment to the Senior Term Notes. The Asset Sale Offer shall remain open for the minimum period of time required by Rule 14e-1 and no longer (the "Asset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 510 (the "Asset Sale Offer Amount") (including any principal amount (or accreted value, if applicable) tendered in respect of any asset sale offer required by the terms of any PARI PASSU Indebtedness incurred in accordance with the Indenture) or, if less than the Asset Sale Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer (including any principal amount (or accreted value, if applicable) tendered in respect of any asset sale offer required by the terms of any PARI PASSU Indebtedness incurred in accordance with the Indenture). If the Asset Sale Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On or before the Asset Sale Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer (including any principal amount (or accreted value, if applicable) tendered in respect of any asset sale offer required by the terms of any PARI PASSU Indebtedness incurred in accordance with the Indenture), or if less than the Asset Sale Offer Amount has been tendered, all Notes tendered (including any principal amount (or accreted value, if applicable) tendered in respect of any asset sale offer required by the terms of any PARI PASSU Indebtedness incurred in accordance with the Indenture), and deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 510. The Company, the Depositary or the Paying Agent, as the case may be, shall, not later than five days after the Asset Sale Purchase Date, mail or deliver to each tendering Holder an amount equal to the purchase price of the cash and/or Cash Equivalents received)Notes tendered by such Holder and accepted by the Company for purchase, will and the Company shall issue a new Note, and the Trustee, upon delivery of an Officers' Certificate from the Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of any Note surrendered. Any Note not so accepted shall be deemed promptly mailed or delivered by the Company to be cash and/or Cash Equivalents for purposes the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provisionSection 510. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 510, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture Section 510 by virtue thereof. Notwithstanding the foregoing, this Section 510 shall be of no further force or effect and shall cease to apply upon and after the occurrence of an Investment Grade Rating Event.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by an Officers' Certificate delivered to the Trustee which will include a resolution of the Board of Directors (including as with respect to such fair market value in the value event such Asset Sale involves aggregate consideration in excess of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee$5.0 million) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 7580% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be, consists of cash, Cash Equivalents and/or Marketable Securities; provided, however, that (A) from such Asset Sale are applied within 360 days following the receipt amount of such Net Proceeds (a) first, to the extent any Senior Debt of the Company or such Restricted Subsidiary that is assumed by the transferee in any such transaction and (B) any consideration received by the Company or such Restricted Subsidiary, as the case may be, that consists of (1) elects, to the redemption all or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) substantially all of the second paragraph assets of Section 4.09 hereof and one or more Similar Businesses, (b2) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in other long-term assets that are used or useful in a one or more Similar Businesses and (3) Permitted BusinessSecurities shall be deemed to be cash for purposes of this provision. The balance Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, after at its option, (i) to repay Indebtedness under a Credit Facility, or (ii) to the acquisition of Permitted Securities, all or substantially all of the assets of one or more Similar Businesses, or the making of a capital expenditure or the acquisition of other long-term assets in a Similar Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under a Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." ". When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million 10.0 million, the Company shall make an offer to all holders of 1997 Notes (taking into account income earned on such an "Asset Sale Offer") to purchase the maximum principal amount of 1997 Notes that may be purchased out of the Excess Proceeds), at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in the 1997 Indenture. To the extent that the aggregate amount of 1997 Notes tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes (including, without limitation, the May 1998 Notes and the December 1998 Notes) that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (an a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the such Remaining Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessIndenture. To the extent that any Excess Proceeds remain after consummation the aggregate amount of an Notes or pari passu Indebtedness tendered pursuant to a Secondary Asset Sale OfferOffer is less than the Remaining Excess Proceeds, the Company may use such any Remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and or pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Remaining Excess ProceedsProceeds in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents, cash; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (iiiy) in the Net Proceeds case of any Asset Sale constituting the transfer (by merger or otherwise) of all of the Capital Stock of a Restricted Subsidiary, any liabilities (as shown on such Restricted Subsidiary's most recent balance sheet) of such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that will remain outstanding after such transfer and will not be a liability of the Company or any other Restricted Subsidiary of the Company following such transfer and (z) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received), shall be deemed to be cash for purposes of such this provision. Within 360 days after the receipt of any Net Proceeds after application as described in (a) above and to the extent from an Asset Sale, the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of apply such Net Proceeds, after at its option, (a) to repay Senior Debt, or (b) to the acquisition of a majority of the assets of, or a majority of the Voting Stock of a Healthcare Related Business, the making of a capital expenditure or the acquisition of other long-term assets for use in a Healthcare Related Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessIndenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (Company, or such the Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to of the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the TrusteeCompany) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is received by the Company or such Restricted Subsidiary at or prior to consummation of the Asset Sale and is in the form of cash and/or or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or, in the case of liabilities of a Restricted Subsidiary, the Guarantee of such Subsidiary) that are assumed by the transferee of any such assets and (iiiy) the Net Proceeds any securities, notes, promises to pay or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received) within 180 days after receipt, shall be deemed to be consideration received (for purposes of clause (i) above) and cash received at or prior to the consummation of the Asset Sale (for purposes of clause (ii) above). Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds after application as described in Proceeds, at its option, (a) above and to the extent repay Senior Debt or Pari Passu Indebtedness (provided that if the Company shall so reduce in excess of $15.0 million of Pari Passu Indebtedness, it will equally and ratably make an Asset Sale Offer (or such Restricted Subsidiary, as in accordance with the case may beprocedures set forth below for an Asset Sale Offer) elects, to reinvest, all Holders) and/or (b) to an investment in a Related Business (or enter into a legally binding definitive agreement committing to reinvestso invest; provided that the transactions contemplated by any such agreement are later consummated) or to the making of a capital expenditure or the acquisition of other tangible assets, such Net Proceeds (product distribution rights or any portion thereof) intellectual property or rights thereto, in assets that are used or useful each case, in a Permitted BusinessRelated Business (as determined in good faith by the Board of Directors of the Company). The balance Pending the final application of any such Net Proceeds, after the application of Company may temporarily reduce borrowings under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)million, the Company will be required to shall (i) make an offer to all Holders of Notes and pari passu (ii) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Indebtedness of the Company in accordance with provisions requiring the Company to prepay, purchase or redeem such Indebtedness with the proceeds from any asset sales (or offer to do so), pro rata in proportion to the respective principal amounts (or accreted value, as applicable) of the Notes and such other Indebtedness required to be prepaid, purchased or redeemed or tendered for pursuant to such offer (an "Asset Sale Offer") ), to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessSection 3.09. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such pursuant to an Asset Sale Offer surrendered by Holders thereof exceeds is less than the amount of Excess Proceeds, the Trustee shall select Company may use any remaining Excess Proceeds for any general corporate purpose not in contravention of the Notes and pari passu Indebtedness to be purchased on a pro rata basisother covenants provided for in this Indenture. Upon completion of such an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphto zero. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of Asset Sale Offer shall be made by the Company or any Restricted Subsidiary (other than contingent liabilities in compliance with all applicable laws, including, without limitation, Rule 14e-1 under the Exchange Act and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Salerules thereunder, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofapplicable.

Asset Sales. The Company shall Investor will not, and shall will not permit any of its the Investor’s Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, (i) : the Company Investor (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of of; and (ii) at least 75% of the consideration therefor received in the Asset Sale by the Investor or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents. For purposes of this provision, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) each of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company following will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness deemed to be purchased on a pro rata basis. Upon completion of such Asset Sale Offercash: any liabilities, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent consolidated balance sheet) , of the Company Investor or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Notes, any Guarantee or any guarantee thereofthe Proceeds Loan) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company Investor or any such Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company those liabilities; and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company Investor or any such Restricted Subsidiary from such transferee that are converted by the Investor or such Restricted Subsidiary into cash or Cash Equivalents within 60 days, to the extent of the cash or Cash Equivalents received in that conversion. Within 365 days after the receipt of any Net Proceeds from an Asset Sale to be applied as set out in this paragraph, the Investor (or such the applicable Restricted Subsidiary, as the case may be) from may apply those Net Proceeds, at its option: to acquire all or substantially all of the assets of, or any Share Capital of, a Permitted Business if, after giving effect to any such transferee acquisition of Share Capital, the Permitted Business is or becomes a Restricted Subsidiary of the Investor; to make a capital expenditure; or to acquire other assets that are contemporaneously not classified as current assets under GAAP and that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Investor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Schedule. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds”. On the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Investor will make an Asset Sale Offer to the Lender, Note holders and all holders of other Indebtedness that is pari passu with the Notes or the Finance Documents containing provisions similar to those set forth in this Schedule with respect to offers to prepay, purchase or redeem such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Investor and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the Indenture. If the aggregate principal amount of Notes, amount of Indebtedness under the Finance Documents and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis provided that Notes of €50,000 or less may only be purchased in whole and not in part. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Upon the commencement of an Asset Sale Offer, the Investor shall send, by first class mail or its equivalent, a notice to the Trustee, the Lender and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to the Lender and to all Holders. The notice, which shall govern the terms of the Asset Sale Offer in respect of the Notes, shall state: that the Asset Sale Offer is being made pursuant to this Clause 2.10 (subject Asset Sales) and the length of time the Asset Sale Offer shall remain open; the Offer Amount, the purchase price and the Purchase Date; that any Note not tendered or accepted for payment shall continue to ordinary settlement periods) converted accrue interest; that, unless the Investor defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of €1,000 only; that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Investor, a depositary, if appointed by the Company (Investor, or such Restricted Subsidiarya Paying Agent at the address specified in the notice at least three days before the Purchase Date; that Holders shall be entitled to withdraw their election if the Investor, the depositary or the Paying Agent, as the case may be) into cash and/or Cash Equivalents , receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Investor shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Investor so that only Notes in denominations of €1,000 or integral multiples thereof, shall be purchased); and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Investor shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the amount of Indebtedness under the Finance Documents tendered by the Lender, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Investor in accordance with the terms of this Section 4.12 (Asset Sales). The Investor, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder or Lender (as the case may be) an amount equal to the purchase price of the cash and/or Cash Equivalents received)Notes tendered by such Holder or the amount of Indebtedness under the Financial Documents tendered by the Lender (as the case may be) and (in respect of the Notes) accepted by the Investor for purchase, and the Investor shall promptly issue a new Note, and the Trustee, upon written request from the Investor shall procure that the Authenticating Agent authenticate and the Trustee shall mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Investor to the Holder thereof. The Investor shall publicly announce the results of the Asset Sale Offer on the Purchase Date. The Investor will be deemed comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other securities laws and regulations and stock exchange rules, to be cash and/or Cash Equivalents for purposes the extent those laws, regulations and rules are applicable in connection with each repurchase of this provisionNotes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations or securities or investment exchange rules conflict with the Asset Sale provisions of the Indenture or this IndentureAgreement, the Company shall Investor will comply with the applicable securities laws and laws, regulations and shall rules and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture or this Indenture Agreement by virtue thereofof such conflict.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of cash and/or Cash Equivalents, and (iii) cash; provided that the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement or other agreement that releases or indemnifies the Company or any Restricted such Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. To Within 270 days after the extent that the provisions receipt of any securities laws or regulations conflict with the Net Proceeds from an Asset Sale provisions of this IndentureSale, the Company shall comply may apply such Net Proceeds at its option, (a) to permanently repay, reduce or secure letters of credit in respect of Senior Debt (and to correspondingly reduce commitments with respect thereto in the applicable securities laws and regulations and shall case of revolving borrowings), and/or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or Permitted Investment or the acquisition of other assets, in each case, for use in the same or a similar line of business as the Company was engaged in on the date of such Asset Sale or reasonable extensions thereof. Pending the final application of any such Net Proceeds, the Company may temporarily reduce indebtedness under the Credit Facility (or any alternative or subsequent revolving credit agreement where borrowings thereunder constitute Senior Debt or Debt of a Subsidiary) or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to have breached its obligations under constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer (an "Asset Sale Offer") to all Holders of Notes and holders of any other Pari Passu Debt outstanding with provisions requiring the Company to make an offer to purchase or redeem such indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase from all holders of this Indenture by virtue thereof.the Notes, in accordance with the procedures set forth in

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (ia) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by accordance with the Board definition of Directors (including as to such term, the value results of all noncash consideration) and which determination shall be set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (iib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiaryhowever, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xi) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zii) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will ) shall be deemed to be cash and/or Cash Equivalents for purposes of this provisionSection 4.10. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds to (a) permanently repay the principal of any secured Indebtedness (to the extent of the fair value of the assets securing such Indebtedness, as determined by the Board of Directors) or (b) to acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets. (Any such Net Proceeds that are applied to the acquisition of Productive Assets pursuant to any binding agreement to construct any new marine vessel useful in the business of the Company or any of its Restricted Subsidiaries shall be deemed to have been applied for such purpose within such 365-day period so long as they are so applied within 18 months of the effective date of such agreement but no later than two years after the date of receipt of such Net Proceeds.) Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with the Notes tendered pursuant to an Asset Sale provisions of this IndentureOffer is less than the amount that the Company is required to repurchase, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to repurchase, the Trustee shall comply select the Notes to be purchased on a pro rata basis (with the applicable securities laws and regulations and shall not such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Upon completion of such offer to have breached its obligations under purchase, the Asset Sale provisions amount of this Indenture by virtue thereofExcess Proceeds shall be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to consummate any an Asset Sale unless, other than transfers of Receivables to a Receivables Subsidiary in connection with a Receivables Transaction and regulatory divestitures required in connection with acquisitions unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) such fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee and (iiiii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalentscash. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the First Mortgage Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement and (iiiB) the Net Proceeds any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary from such transferee that are within 45 days converted by the Company or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds Subsidiary into cash (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received in that conversion); provided, however, that the 75% limitation referred to above shall not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefore is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds after application as described in at its option (a) above and to repay Senior Debt and, if the extent the Company (or such Restricted Subsidiary, as the case may be) electsSenior Debt repaid is revolving credit Indebtedness, to reinvestcorrespondingly reduce commitments with respect thereto, (b) to acquire all or substantially all of the assets of, or enter into a legally binding agreement majority of the Voting Stock of, another Permitted Business, (c) to reinvest, such Net Proceeds make a capital expenditure or (or any portion thereofd) in to acquire other long-term assets that are used or useful in a Permitted Business. The balance Pending the final application of any such Net Proceeds, after the application of Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), paragraph shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)5.0 million, the Company will be required to shall make an offer Asset Sale Offer to all Holders of First Mortgage Notes and all holders of other Indebtedness that is pari passu Indebtedness (an "Asset Sale Offer") with the First Mortgage Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of First Mortgage Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Liquidated Damages), if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtednesscash. To the extent that If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of First Mortgage Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the First Mortgage Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of First Mortgage Notes and such other pari passu Indebtedness tendered. Upon completion of such each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount Company shall comply with the requirements of (x) Rule 14e-1 under the Exchange Act and any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities securities laws and liabilities that are by their terms subordinated regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of First Mortgage Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provisionOffer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture hereunder by virtue thereofof such conflict.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives shall receive consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) for any Asset Sale, the fair market value shall be determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iiiii) at least 75% of the consideration therefor received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalentscash. For purposes of this provision, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) each of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), following shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness deemed to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of cash: (xA) any liabilities (liabilities, as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) , of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are shall be by their terms subordinated to the Notes or any guarantee thereofSubsidiary Guarantee) that are shall be assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all liability in respect thereof, further liability; (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (zB) any securities, notes or other obligations that shall be received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (contemporaneously, subject to ordinary settlement periods) , converted by the Company (or such Restricted SubsidiarySubsidiary into cash, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received)received in that conversion; (C) not more than $10.0 million, will at any one time outstanding, of other securities, notes or other obligations, that shall be deemed secured by the asset or assets sold, 42 leased, conveyed or otherwise disposed, received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, to the extent of the cash received in that conversion; and (D) any payment of Senior Debt that shall be secured by the assets sold in the Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option either to (a) repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (b) acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (c) make a capital expenditure; or (d) acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute "EXCESS PROCEEDS." Within 30 days after each date when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds shall remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such remaining proceeds shall cease to be cash and/or Cash Equivalents for purposes Excess Proceeds with respect to future Asset Sales. If the aggregate principal amount of this provisionNotes and other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions Sections 3.09 or 4.10 of this Indenture, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Sections 3.09 or 4.10 of the Asset Sale provisions of this Indenture by virtue thereofof such conflict.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described is in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When form of cash or Cash Equivalents; provided that the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Subsidiary Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will ) shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay Senior Debt under any Credit Facility (and to correspondingly permanently reduce the commitments with respect thereto in the -48- 56 case of revolving borrowings), or (ii) to the acquisition of a controlling interest in a another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in Permitted Businesses. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt under any Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall be required to make an offer (an "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms of other senior subordinated Indebtedness to all holders of other senior subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such senior subordinated Indebtedness with the proceeds from any Asset Sale ("Pari Passu Notes") to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such Pari Passu Notes plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture and the agreements governing the Pari Passu Notes, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased pro rata based on the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes and Pari Passu Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof. TRANSACTIONS WITH AFFILIATES The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of any such person (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate -49- 57 Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $3.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an appraisal firm) of national standing; provided that none of the following shall be deemed to be Affiliate Transactions: (i) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, as the case may be,(ii) transactions exclusively between or among the Company and/or its Restricted Subsidiaries on terms that are no less favorable to the Company and/or such Subsidiary than those that would have been obtained in a comparable transaction by the Company and/or such Subsidiary with an unrelated Person; (iii) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Company; (iv) Restricted Payments that are permitted by the covenant described in Section 4.7 hereof; (v) fees and compensation paid to members of the Board of Directors of the Company and of its Restricted Subsidiaries in their capacity as such, to the extent such fees and compensation are reasonable, customary and consistent with past practices; (vi) advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business and consistent with past practices; (vii) fees payable to Markpeak Ltd. in the ordinary course of business and consistent with past practices, and (viii) fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of the Company or any of its Restricted Subsidiaries, as determined by the Board of Directors of the Company or of any such Restricted Subsidiary, to the extent such fees and compensation are reasonable, customary and consistent with past practices.

Asset Sales. 64 54 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described is in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When form of cash or Cash Equivalents; provided that the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) 's most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that releases the Company or any such Restricted Subsidiary from all further liability in respect thereof, and (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or any such Restricted Subsidiary, as the case may be) Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) immediately converted by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will ) shall be deemed to be cash and/or Cash Equivalents for purposes of this provision. Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay Senior Debt under any Credit Facility (and to correspondingly permanently reduce the commitments with respect thereto in the case of revolving borrowings), or (ii) to the acquisition of a controlling interest in a another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in Permitted Businesses. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt under any Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.applicable

Asset Sales. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Sale unlessand Holdings will not permit Public Sector to, (i) the Company sell, transfer, lease, license, abandon, allow to lapse or be invalidated or otherwise dispose (including pursuant to a division) of any asset, including any Equity Interest owned by it or (ii) permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted SubsidiarySubsidiary (other than issuing directors’ qualifying shares, nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law and other than issuing Equity Interests to the Borrower or a Restricted Subsidiary in compliance with Section 6.04(c)) (each, a “Disposition” and the term “Dispose” as a verb has the case may becorresponding meaning), except: (a) receives consideration at Dispositions of obsolete, damaged, used, surplus or worn out property, whether now owned or hereafter acquired, in the time ordinary course of business and Dispositions of property no longer used or useful, or economically practicable to maintain, in the conduct of the business of the Borrower and its Restricted Subsidiaries (including allowing any registration or application for registration of any Intellectual Property that is no longer used or useful to lapse, go abandoned, or be invalidated); (b) Dispositions of inventory and other assets in the ordinary course of business and immaterial assets (considered in the aggregate) in the ordinary course of business; (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) an amount equal to Net Proceeds of such Asset Sale at least equal Disposition are promptly applied to the purchase price of such replacement property; (d) Dispositions of property to the Borrower or a Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04 or (iii) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition is for fair market value (as determined in good faith by the Board Borrower) and any promissory note or other non-cash consideration received in respect thereof is a permitted investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04; -153- (e) Dispositions permitted by Section 6.03 and Investments permitted by Section 6.04, Restricted Payments permitted by Section 6.07 and Liens permitted by Section 6.02; (f) Dispositions of Directors property pursuant to sale and leaseback transactions permitted by Section 6.06 hereto; (g) Dispositions of Permitted Investments; (h) Dispositions of accounts receivable in connection with the collection or compromise thereof (including sales to factors or other third parties); (i) leases, subleases, service agreements, product sales, abandonments, licenses, sublicenses or other disposals (including, with respect to of Intellectual Property, non-exclusive licenses and sublicenses only), in each case that do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (j) transfers of property subject to Casualty Events; (k) Dispositions of property to Persons other than Restricted Subsidiaries (including the sale or issuance of Equity Interests of a Restricted Subsidiary) for fair market value (as determined by a Responsible Officer of the Borrower in good faith) not otherwise permitted under this Section 6.05; provided that with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of (x) with respect to any single transaction or series of related transactions, the greater of $6,250,000 and 5.0% of the Consolidated EBITDA as of the most recently ended Test Period, or (y) with respect to all other Dispositions in any fiscal year not excluded from the requirements of this proviso pursuant to the value immediately preceding subclause (x), the greater of all noncash consideration) $12,500,000 and set forth in an Officer's Certificate delivered to the Trustee) 10.0% of the assets Consolidated EBITDA as of the most recently ended Test Period, the Borrower or Equity Interests issued or sold or otherwise disposed of and (ii) at least any Restricted Subsidiary shall receive not less than 75% of the such consideration therefor is in the form of cash and/or Cash Equivalentsor Permitted Investments; provided, and however, that solely for the purposes of this clause (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (bk), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (xA) any liabilities (as shown on the Company's (most recent balance sheet of the Borrower or such Restricted Subsidiary or in the footnotes thereto) of the Borrower or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any guarantee thereof) Loan Document Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash, (B) any securities, notes or other obligations or assets received by the Borrower or such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereofsuch transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within one hundred and eighty (180) days following the closing of the applicable Disposition, shall be deemed to be cash, (yC) Indebtedness of any Restricted Subsidiary that is no longer ceases to be a Restricted Subsidiary as a result of such Asset SaleDisposition (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries), to the extent that the Company Borrower and each other all of the Restricted Subsidiary Subsidiaries (to the extent previously liable thereunder) are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securitiesDisposition, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will shall be deemed to be cash and/or and (D) any Designated Non-Cash Equivalents for purposes Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value (as determined by a Responsible Officer of the Borrower in good faith), taken together with all other Designated Non-Cash Consideration received pursuant to this provision. To clause (k) that is at that time outstanding, not in excess of the extent that greater of $25,000,000 and 20.0% of Consolidated EBITDA at the provisions time of any securities laws or regulations conflict the receipt of such Designated Non-Cash Consideration, with the Asset Sale provisions fair market value (as determined in good faith by the Borrower) of this Indentureeach item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.be cash;

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Sale, other than an Excluded Asset Sale unlessor Qualified Exchangeable Sale, unless (i) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of and property subject to such Asset Sale and (ii) at least 75% of the consideration therefor paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash and/or cash, Cash Equivalents, and Liquid Securities, Exchanged Properties (iiiincluding pursuant to asset swaps) or the Net Proceeds received assumption by the purchaser of liabilities of the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any other than liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Notes) or liabilities of any Guarantor that made such Asset Sale (other than liabilities of a Guarantor that are by their terms subordinated to such Guarantor’s Guarantee), or any guarantee thereof) that are assumed by combination of the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability foregoing, in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary each case as a result of such Asset Sale, to the extent that which the Company and each other its remaining Restricted Subsidiary Subsidiaries are released from no longer liable for such liabilities, or, solely in the case of any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) of Production Facility or Pipeline Assets, Permitted MLP Securities; provided, that any securitiesAsset Sale pursuant to a condemnation, notes appropriation or other obligations received similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in breach of Section 4.10 hereof or exercise by the Company (related lienholder of rights with respect thereto, including by deed or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent assignment in lieu of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and foreclosure shall not be deemed required to have breached its obligations under satisfy the Asset Sale provisions conditions set forth in clauses (i) and (ii) of this Indenture by virtue thereofparagraph (a) (“Permitted Consideration”).

Asset Sales. The Company Holdco shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, unless (ia) the Company (Holdco or such Restricted Subsidiary, as the case may be) , receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith evidenced by a resolution of the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (iib) at least 75% of the consideration therefor therefore received by the Company, Holdco or such Restricted Subsidiary is in the form of (i) cash and/or or Cash EquivalentsEquivalents or (ii) property or assets that are used or useful in a Permitted Business, or the Capital Stock of any Person engaged in a Permitted Business if, as a result of the acquisition by Holdco or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. For purposes of this Section 4.10 each of the following shall be deemed cash: (x) any liabilities (as shown on Holdco's or such Restricted Subsidiary's most recent balance sheet), of Holdco or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes and the Holdco Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Holdco or such Restricted Subsidiary from further liability, (y) any securities, notes or other obligations received by Holdco or any such Restricted Subsidiary from such transferee that are converted by Holdco or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of their receipt by Holdco or such Restricted Subsidiary, but only to the extent of the cash or Cash Equivalents received, and (iiiz) any Designated Noncash Consideration received by Holdco or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed 15% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value); provided that the 75% limitation referred to in clause (b) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with subclauses (x), (y) and (z) above, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds received by the Company (from an Asset Sale, Holdco or such Restricted Subsidiary, as the case may be) from , shall apply such Asset Sale are applied within 360 days following Net Proceeds, at its option (or to the receipt of extent Holdco or the Company is required to apply such Net Proceeds (a) firstpursuant to the terms of the New Credit Facility or, as long as and to the extent the Notes are held by an Affiliate of Holdco, the Holdco Notes Indenture), to (a) (i) repay Indebtedness under the New Credit Facility, or (ii) repay or repurchase Pari Passu Indebtedness of the Company or any Guarantor, any Indebtedness of any Restricted Subsidiary of Holdco that is not a Guarantor and, so long as and to the extent the Notes are held by an Affiliate of Holdco, the Holdco Notes (or such Restricted Subsidiarybut only to the extent required under the Holdco Note Indenture), as the case may be; provided that if the Company or any Guarantor shall so repay or purchase Pari Passu Indebtedness of the Company or such Guarantor, it will equally and ratably reduce Indebtedness under the Notes and the Note Guarantees if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) elects, to all Holders of Notes to purchase at a purchase price equal to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) Accreted Value of the second paragraph Notes at the date of Section 4.09 hereof and purchase, the Notes that would otherwise be redeemed, or (b) secondan investment in property, to the extent making of a capital expenditure or the balance acquisition of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business, or the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by Holdco or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary of Holdco or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. The balance Pending the final application of any such Net Proceeds, after the application of Holdco and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as described provided in the immediately preceding clauses (a) and (b), shall first sentence of this paragraph will be deemed to constitute "Excess Proceeds." ". When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)and the Company has repaid in full all Obligations under the New Credit Facility, the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess ProceedsProceeds (taking into account, if any of the Notes are held by an Affiliate of Holdco, the requirements of the Holdco Note Indenture), at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to Accreted Value thereof at the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu IndebtednessIndenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisas set forth under Sections 3.02 and 3.03 hereof. Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofzero.

Asset Sales. The Company (a) No Indenture Obligor shall, nor shall not, and shall not it permit any of its Restricted Obligor Subsidiaries to, directly or indirectly, consummate make any Asset Sale unless, (other than to another Indenture Obligor or such other Subsidiary) unless (i) the Company (such Indenture Obligor or such Restricted Subsidiary, as the case may be) Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of of, and (ii) at least 7585% of the consideration therefor received by such Indenture Obligor or such Subsidiary from such Asset Sale is in the form of cash and/or Cash Equivalents(in Dollars) and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of such Indenture Obligor or of any such Subsidiary other than the Lenders, New Tranche A Note Holders or the Holders of the Securities; provided, however, that the amount of any cash equivalent or note or other obligation received by such Indenture Obligor or such Subsidiary from the transferee in any such transaction that is converted within 45 days by such Indenture Obligor or such Subsidiary into cash shall be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateral, PCI or the Company shall cause the aggregate cash proceeds received by such Indenture Obligor or such Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (iii) of the definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the Collateral Agent in the Intercreditor Collateral Account as and when received by such Indenture Obligor or any such Subsidiary for application in accordance with the Common Security and Intercreditor Agreement and this Indenture; and (iii) the Net Proceeds received by the Company (such Indenture Obligor or such Restricted Subsidiary, as the case may be) Subsidiary from such any Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of this Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph. The amount of (x) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereoffollowing paragraphs.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless, (iexcluding for this purpose an Event of Loss) unless (a) the Company (or such Restricted Subsidiary, as the case may be) , receives consideration (including promissory notes or other non-cash consideration) at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by accordance with the Board definition of Directors (including as to such term, the value results of all noncash consideration) and which determination shall be set forth in an Officer's Officers' Certificate delivered to the Trustee) of the assets properties, assets, rights or Equity Interests issued or sold or otherwise disposed of and (iib) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash and/or or Cash Equivalents; provided, however, that the amount of (i) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities) that are assumed by the transferee of any such assets, properties, rights or Equity Interests pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (iiiii) the Net Proceeds any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) Subsidiary from such Asset Sale transferee that are applied converted within 360 30 days following the receipt of such Net Proceeds (a) first, to the extent by the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Indebtedness incurred pursuant to clauses Subsidiary into cash (d) and (e) of the second paragraph of Section 4.09 hereof and (b) second, to the extent of the balance cash received in that conversion) shall be deemed to be cash for purposes of this Section 4.10. Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, any Event of Loss), the Company or any such Restricted Subsidiary may apply such Net Proceeds after application as described in to (a) above repay all or any portion of Indebtedness under the Credit Facility or (b) make an investment (including a purchase of assets or stock, merger, consolidation or other investment) in the Oil and to Gas Business of the extent Company, provided that if the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter Subsidiary enters into a legally binding agreement to reinvestacquire such assets within such 365 day period, but the consummation of the transactions under such agreement has not occurred within such 365 day period, and the agreement has not been terminated, then the 365 day period will be extended to 18 months to permit such consummation; provided further, however, if such consummation does not occur, or such agreement is terminated within such 18 month period, then the Company may apply, or cause such Restricted Subsidiary to apply, within 90 days after the end of the 18 month period or the effective date of such termination, whichever is earlier, such Net Proceeds (or any portion thereof) as provided in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b)) of this paragraph. Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (a) and (b) of this paragraph shall be deemed to constitute "Excess Proceeds." When Within 30 days of each date on which the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds)10,000,000, the Company will be required to make shall commence an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Article 3 Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of this Indenture Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the agreements governing such pari passu Indebtednessdenominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that any Excess Proceeds remain after consummation the aggregate principal amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount that the Company is required to purchase, the Company may use such any remaining Excess Proceeds for general corporate purposes in any purpose manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders holders thereof exceeds the amount of Excess Proceedsthat the Company is required to purchase, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Upon completion of such Asset Sale Offeroffer to purchase, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraphzero. The amount Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement (other than any agreement governing the Credit Facility) that would place any restriction of any kind (xother than pursuant to law or regulation) any liabilities (as shown on the Company's (or such Restricted Subsidiary's, as the case may be) most recent balance sheet) ability of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to make an agreement that releases the Company or any Restricted Subsidiary from all liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale and (z) any securities, notes or other obligations received by the Company (or such Restricted Subsidiary, as the case may be) from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company (or such Restricted Subsidiary, as the case may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash Equivalents received), will be deemed to be cash and/or Cash Equivalents for purposes of this provision. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereofOffer.