Common use of Asset Sales Clause in Contracts

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (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 sold or otherwise disposed of (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and

Asset Sales. The Company (a) Holdings III shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (i1) the Company Holdings III or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; and (2) except in the case of (as determined in good faith by the Company); (ii) a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Holdings III or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the CompanyHoldings III’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date ) of such balance sheet, such liabilities that would have been shown on the Company’s Holdings III or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; assets and for which Holdings III and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (bB) any securities, notes or other obligations securities received by the Company Holdings III or any such Restricted Subsidiary from such transferee that are converted by the Company Holdings III or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company Holdings III or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 52.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose. (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, Holdings III or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) First Lien Obligations (including Obligations under the Senior Credit Facilities and the Existing Secured Notes), shalland to correspondingly reduce commitments with respect thereto; (B) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Holdings III or another Restricted Subsidiary; (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Holdings III or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or (3) to make an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in Holdings III or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Holdings III or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, Holdings III or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any other Indebtedness constituting First Lien Obligations, to the holders of such other First Lien Obligations (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such other First Lien Obligations that is at least $2,000 or an integral multiple of $1,000 thereafter 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 (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this provision or for purposes Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 450 days or with respect to Excess Proceeds of $100.0 million or less. To the extent that the aggregate amount of Notes and such other First Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the other First Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other First Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (i1) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; and (2) except in the case of (as determined in good faith by the Company); (ii) a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated to the Notes) , that are assumed by the transferee of any such assets; assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (bB) any securities, notes or other obligations securities 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 of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 52.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose. (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) First Lien Obligations (including Obligations under the Senior Credit Facilities and the Existing Secured Notes), shalland to correspondingly reduce commitments with respect thereto; (B) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or (3) to make an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any other Indebtedness constituting First Lien Obligations, to the holders of such other First Lien Obligations (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such other First Lien Obligations that is at least $2,000 or an integral multiple of $1,000 thereafter 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 (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this provision or for purposes Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 450 days or with respect to Excess Proceeds of $100.0 million or less. To the extent that the aggregate amount of Notes and such other First Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the other First Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other First Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (i1) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; and (2) except in the case of (as determined in good faith by the Company); (ii) a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated to the Notes) , that are assumed by the transferee of any such assets; assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (bB) any securities, notes or other obligations securities 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 of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 52.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose. (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) First Lien Obligations (including Obligations under the Senior Credit Facilities and the Existing Secured Notes), shalland to correspondingly reduce commitments with respect thereto; (B) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or (3) to make an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any other Indebtedness constituting First Lien Obligations, to the holders of such other First Lien Obligations (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such other First Lien Obligations that is at least $2,000 or an integral multiple of $1,000 thereafter 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 (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by sending the notice required pursuant to the terms of this provision or for purposes Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 450 days or with respect to Excess Proceeds of $100.0 million or less. To the extent that the aggregate amount of Notes and such other First Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the other First Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other First Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other First Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate (a) Consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, it receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as reasonably determined in good faith by the Companysuch Reliant Retail Obligor); , (ii) at least 7590% of the consideration therefor received by in the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be by RERH Holdings or such Subsidiary is in the form of cash or Cash Equivalents; provided that Equivalents (which, except for cash used to close out existing Power and Hedging Contracts related to the amount ofsupply for the assets sold, shall be applied to the repayment of any outstanding principal and interest on the Working Capital Facility and payment of outstanding Reimbursement Obligations then due, with surplus being deemed and available for application as Available Cash Flow) and (iii) it has entered into new or closed out existing Power and Hedging Contracts necessary to close out substantially all of the supply for the assets sold. For purposes of this provision, each of the following shall be deemed to be cash: (aA) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s RERH Holdings’ most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary Reliant Retail Obligors (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesCredit Sleeve Obligations) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases such Reliant Retail Obligor from further liability; (bB) any securities, notes or other obligations Obligations received by the Company or any such Restricted Subsidiary a Reliant Retail Obligor from such transferee that are converted (by the Company sale or other disposition) by such Restricted Subsidiary Reliant Retail Obligor into cash within 180 days of the receipt thereof (cash, to the extent of the cash received)received in that conversion within 60 days; and (C) reasonable reserves for indemnity obligations and (c) any Designated Non-purchase price adjustments funded in cash Consideration received or held back by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), purchaser; (b) and Consummate any Asset Sale (ci) abovecomprised of Residential Mass Customers, be deemed to be cash for (ii) comprised of beneficial interests in the purposes of this provision IP Trust or for purposes the IT Trust, (iii) comprised of the second paragraph Equity Interests in REPS or all or substantially all of this Section 4.10; andthe assets of REPS or any other Subsidiary of RERH Holdings party to any Power and Hedging Contracts, or (iv) to the extent a Default with respect to a Reliant Event of Default would result therefrom.

Asset Sales. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries toto consummate, consummate directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Company Issuer or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company)Issuer) of the assets sold or otherwise disposed of; and (ii2) (A) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a) except in the case of an Asset Sale of Collateral, any liabilities (as shown on the CompanyIssuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Issuer or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) Notes or that are owed to the Issuer or an Affiliate of the Issuer, that are assumed by the transferee of any such assets; assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all applicable creditors in writing, (b) any securities, notes or other obligations securities received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (c) any Designated Non-cash Consideration received by the Company Issuer or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); provided that the aggregate fair market value of Designated Non-cash Consideration received by EFIH after the Issue Date in respect of Asset Sales of Collateral shall not exceed $400.0 million, shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or clause (a)(2)(A) and for purposes of the second paragraph of this Section 4.10no other purpose; and

Asset Sales. (1) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an directly or indirectly, make any Asset Sale unless Sale, unless: (ia) the Company or the applicable Restricted such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors (or a committee thereof) and evidenced by a Board Resolution); , and (iib) at least 75% of such consideration consists of (i) cash or Cash Equivalents, (ii) properties and capital assets to be used in a Related Business, (iii) Capital Stock in a Person engaged in a Related Business that will become a Subsidiary as a result of such Asset Sale or (iv) a combination of cash, Cash Equivalents and such assets. (2) The amount of any (a) balance sheet liabilities of the Company or any Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Subsidiaries are fully and unconditionally released shall be deemed to be cash for purposes of determining the percentage of the consideration received by the Company or the Restricted Subsidiaries in cash or Cash Equivalents and (b) notes, securities or other similar obligations received by the Company or the Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within ninety (90) days of the related Asset Sale) by the Company or the Subsidiaries into cash or Cash Equivalents or other assets of the type referred to in clause (ii) or (iii) of Paragraph 6G(1)(b) shall be deemed to be cash, in an amount equal to the net cash proceeds or the Fair Market Value of the Cash Equivalents or other assets of the type referred to in clause (ii) or (iii) of Paragraph 6G(1)(b) realized upon such conversion, sale or exchange for purposes of determining the percentage of the consideration received by the Company or the Subsidiaries in cash or Cash Equivalents. (3) If at any time any non-cash consideration received by the Company or any Subsidiary, as the case may be, from such 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 the form provisions of this covenant. (4) The 75% limitation in Paragraph 6G(1)(b) will not apply to any Asset Sale in which the cash or Cash Equivalents; provided Equivalents received therefrom, determined in accordance with the second preceding paragraph, are equal to or greater than the after-tax cash and Cash Equivalents that would have been received therefrom had such provision applied. (5) The Company or such Subsidiary, as the case may be, may apply an amount ofequal to the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assetsrepay Indebtedness; or (b) make an investment in or expenditures for properties or capital assets to be used in a Related Business or make an Investment in any securitiesPerson engaged in a Related Business that, notes as a result of or other obligations received by the Company in connection with such Investment, becomes a Subsidiary. During any period when any Subordinated Notes or any such Restricted Subsidiary from such transferee that Senior Discount Notes are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (outstanding, to the extent all or part of the cash received); and (c) Net Cash Proceeds of any Designated Non-cash Consideration received by the Company or any Asset Sale are not applied within 365 days of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this as described in clause (c1) after December 14or (2) (such Net Cash Proceeds, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value“Unutilized Net Cash Proceeds”), shallthe Company shall apply such Unutilized Net Cash Proceeds as required by the Subordinated Note Indenture and the Senior Discount Note Indenture, as in each of (a), (b) and (c) above, be deemed to be cash for effect on the purposes of this provision or for purposes of the second paragraph of this Section 4.10; andClosing Date.

Asset Sales. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Company Issuer or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company)Issuer) of the assets sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the CompanyIssuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Issuer or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes (or Guarantees) or that are owed to the Issuer or a Restricted Subsidiary, that are assumed by the transferee of any such assets; assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (bB) any securities, notes or other obligations or assets received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company Issuer or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 300,000,000 at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valuevalue shall be deemed to be cash for purposes of this provision and for no other purpose; and (3) if such Asset Sale involves the disposition of Collateral, (A) such Asset Sale complies with the applicable provisions of the Security Documents; and (B) to the extent required by the Security Documents, all consideration received in such Asset Sale shall be expressly made subject to Liens under the Security Documents. (b) Within 18 months after the receipt of any Net Proceeds of any Asset Sale by the Issuer or any Restricted Subsidiary, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) Obligations constituting First Priority Lien Obligations under the General Credit Facilities (other than any General Credit Facilities that also constitute Public Debt) (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (B) until the ABL Date, shallObligations under the ABL Facility (and to correspondingly reduce commitments with respect thereto) so long as the Net Proceeds of the Asset Sale are with respect to ABL Collateral; (C) Obligations under (i) the Notes (to the extent such purchases are at or above 100% of the principal amount thereof) or (ii) any other First Priority Lien Obligations of the Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto) if and to the extent required by the terms of such Obligations; provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided in Section 5 of each of the Notes and Section 3.02 hereof through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.09 and Section 4.10(c) hereof) to all Holders of Notes to purchase a pro rata amount of Notes at 100% of the principal amount thereof, plus accrued but unpaid interest; or (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor (and to correspondingly reduce commitments with respect thereto) so long as the Net Proceeds of the Asset Sale are with respect to assets owned by such Restricted Subsidiary that is not a Guarantor and the Net Proceeds of such Asset Sale are received by such Restricted Subsidiary as a result of an Asset Sale by such Restricted Subsidiary; or (2) to (a) make an Investment in any one or more businesses, provided, however, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) acquire properties, (c) make capital expenditures or (d) acquire other assets that, in the case of each of clauses (a), (b), (c) and (cd) either (x) are used or useful in a Similar Business or (y) replace the businesses, properties or assets that are the subject of such Asset Sale; provided, however, that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within the later of 18 months after receipt of such Net Proceeds and 180 days following such commitment; provided further, however, that if such commitment is cancelled or terminated after the later of such 18 month or 180 day period for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof shall be deemed to constitute “Excess Proceeds,” except the amount of Excess Proceeds will be reduced by an amount equal to the difference between (x) the principal amount of the Notes offered to be purchased in a bona fide offer pursuant to Section 4.10(b)(1)(c) and (y) the principal amount of the Notes that were purchased pursuant to such offer. When the aggregate amount of Excess Proceeds with respect to the Notes exceeds $100,000,000, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any other First Priority Lien Obligations, to the holder of such First Priority Lien Obligations (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of such Notes and the maximum aggregate principal amount (or accreted value, if less) of such First Priority Lien Obligations that is a minimum of $2,000 or an integral multiple of $1,000 thereof (in aggregate principal amount) 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 (or accreted value, if applicable) plus accrued and unpaid interest to the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100,000,000 by sending the notice required pursuant to the terms of this provision Indenture, with a copy to the Trustee or for purposes otherwise in accordance with the procedures of DTC. The Issuer, in its sole discretion, may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 18 month period (or such longer period provided above) or with respect to Excess Proceeds of $100,000,000 or less. To the extent that the aggregate principal amount of Notes and the aggregate principal amount (or accreted value, if applicable) of such First Priority Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds with respect to the Notes, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture and the Security Documents. If the aggregate principal amount of Notes and the aggregate principal amount (or accreted value, if applicable) of the First Priority Lien Obligations surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds with respect to the Notes, the Registrar or the Paying Agent shall select the Notes and the Issuer or the agent for such First Priority Lien Obligations shall select such other First Priority Lien Obligations to be purchased on a pro rata basis based on the principal amount of the Notes and the aggregate principal amount (or accreted value, if applicable) of such First Priority Lien Obligations tendered in accordance with Section 3.09 hereof. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under any Senior Credit Facilities, or otherwise invest or apply such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. The Company (a) Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Borrower or the applicable any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by Borrower) of the assets sold or otherwise disposed of of, and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the CompanyBorrower’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesLoans or any Guaranty) that are assumed by the transferee of any such assets; assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (bii) any securities, notes or other obligations or other securities or assets received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); , (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (civ) consideration consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not Borrower or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this clause (cSection 7.4(a)(v) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 340 million and 525% of Total Assets Consolidated EBITDA at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and7.4(a).

Asset Sales. The Company shall notExcept for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not permit consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Restricted Consolidated Subsidiaries toas of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiaryhowever, as the case may be, receives consideration at the time of that any such Asset Sale at least equal to the fair market value will be disregarded for purposes of the assets sold or otherwise disposed of 25% limitation specified above: (as determined in good faith by the Company); (iia) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from if any such Asset Sale shall be is in the form ordinary course of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) business of the 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 any such assetsApplicable Reporting Entity and its Subsidiaries; (b) any securities, notes or other obligations received by if the Company or assets subject to any such Restricted Subsidiary from such transferee that Asset Sale are converted by worn out or are no longer useful or necessary in connection with the Company or such Restricted Subsidiary into cash within 180 days operation of the receipt thereof (to the extent businesses of the cash received)Applicable Reporting Entity or its Subsidiaries; and (c) if the assets subject to any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant are being transferred to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time a Wholly Owned Subsidiary of the receipt Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Designated NonAsset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without current Borrower’s Applicable Ratings after giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; andany such Asset Sale.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless any sale of assets (i) other than sales of inventories, goods, fixtures, and accounts receivable in the ordinary course of business, and sales of assets to the Company or a wholly owned Subsidiary of the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of Company) unless such Asset Sale at least equal to the sale is for fair market value and, in the case of individual sales of assets for which the assets sold or otherwise disposed of consideration received (as determined in good faith by the Company); (iiincluding liabilities assumed) is more than $25.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form therefor (other than liabilities assumed) consists of cash or Cash Equivalents; provided that the amount of: either (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretocombination of cash, cash equivalents, or if incurred promissory notes secured by letters of credit or accrued subsequent to the date similar assurances of such balance sheet, such liabilities that would have been shown payment issued by commercial banks of recognized standing or (b) capital asset contributions or capital expenditures made for or on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) behalf of the Company or any such Restricted a Subsidiary (other by a third party. Asset sales not subject to Section 3.8 below shall be presumed to be for fair market value if the consideration received is less than liabilities that are $25.0 million and shall be conclusively presumed to have been for fair market value if the transaction is determined by their terms subordinated the Board of Directors to be fair, from a financial point of view, to the Notes) Company. To the extent that are assumed the aggregate amount of cash proceeds (net of all legal, title, and recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local taxes and reserves required to be accrued as a liability, as a consequence of such sales of assets, and net of all payments made on any Indebtedness which is secured by such assets in accordance with the terms of any Liens upon or with respect to such assets or which must by the transferee terms of any such Lien, or in order to obtain a necessary consent to such sale or by applicable law be repaid out of the proceeds from such sales of assets; (b, and net of all distributions and other payments made to minority interest holders in Subsidiaries or joint ventures as a result of such sales of assets) any securities, notes or other obligations received by from such sales of assets that shall not have been reinvested in the business of the Company or any such Restricted Subsidiary from such transferee that are converted by its Subsidiaries or used to reduce Senior Indebtedness of the Company or such Restricted Subsidiary into cash its Subsidiaries within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time 12 months of the receipt of such Designated Non-cash Consideration proceeds (with cash equivalents being deemed to be proceeds upon receipt of such cash equivalents and cash payments under promissory notes secured as aforesaid being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million ("Excess Sale Proceeds") from time to time, the fair market value Company shall offer to repurchase pursuant to an Offer to Purchase Senior Notes with such Excess Sale Proceeds (on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each item of Designated Non-cash Consideration being measured Holder at the time received address appearing in the Security Register, by first class mail, postage prepaid, by the Company or, at the Company's request, by the Trustee in the name and without giving effect at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to subsequent changes Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in value)such offer, shallan amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (i) accept for payment Senior Notes or portions thereof tendered pursuant to the Offer to Purchase in each an aggregate principal amount equal to the Purchase Amount (selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (aequal to $1,000 or an integral multiple of $1,000) of the principal amount of Senior Notes of a denomination larger than $1,000), (bii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (ciii) abovedeliver to the Trustee Senior Notes so accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an amount equal to the purchase price, be deemed and the Trustee shall promptly authenticate and mail to be cash for the purposes such Holders a new Senior Note equal in principal amount to any unpurchased portion of this provision or for purposes each Senior Note surrendered. Election of the second paragraph Offer to Purchase by a Holder shall (unless otherwise provided by law) be irrevocable. The payment of this accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. If an Offer to Purchase Senior Notes is made, the Company shall comply with all tender offer rules, including but not limited to Section 4.10; and14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such Offer to Purchase.

Asset Sales. The Company shall (a) BP I and BP II will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company BP I, BP II or the applicable any Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of of, and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company BP I, BP II or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that for purposes of clause (y) the amount of: (ai) any liabilities (as shown on the CompanyBP I’s, BP II’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company BP I, BP II or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesSenior Notes or any Senior Note Guarantee) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations or other securities or assets received by the Company BP I, BP II or any such Restricted Subsidiary from such transferee that are converted by the Company BP I, BP II or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and , and (ciii) any Designated Non-cash Consideration received by the Company BP I, BP II or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 51.25% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and4.06(a).

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary to consummate, consummate directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Company Borrower or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (2) except in the case of (as determined in good faith by the Company); (ii) a Permitted Asset Swap, at least 75% of the aggregate consideration therefor received from such Asset Sale and all other Asset Sales since February 8, 2012, on a cumulative basis, received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash cash, Cash Equivalents or Cash EquivalentsAdditional Assets, or any combination thereof; provided that the amount of: (aA) any liabilities (as shown reflected on the Company’s or such Restricted SubsidiaryBorrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the CompanyBorrower’s consolidated balance sheet or such Restricted Subsidiary’s balance or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company or any such Restricted Subsidiary (Borrower, other than liabilities that are by their terms subordinated to the Notes) Loans, that are assumed by the transferee of any such assets; assets (bor are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Borrower and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received); and , in each case, within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company Borrower or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 250.0 million and 5(y) 2.25% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision and for no other purpose. (b) Within 450 days after the Borrower’s or for purposes any Restricted Subsidiary’s receipt of any Net Asset Sale Proceeds of any Asset Sale, the Borrower or such Restricted Subsidiary, at its option, may apply the Net Asset Sale Proceeds from such Asset Sale, (1) to permanently reduce: (A) First Lien Obligations or other Obligations under Senior Indebtedness (other than any Second Lien Obligations or Junior Lien Obligations) that is secured by a Lien permitted under this Agreement (which Lien is either (x) senior to the Lien of the second paragraph Loans with respect to the Collateral or (y) on an asset not constituting Collateral (in the case of this clause (y), such permanent reduction shall only be permitted with the Net Asset Sale Proceeds of an Asset Sale consisting of assets which do not constitute Collateral)), and, in each case, to correspondingly reduce commitments with respect thereto; (B) Second Lien Obligations of the Borrower or any Restricted Subsidiary (and to correspondingly reduce any outstanding commitments with respect thereto); provided that to the extent the Borrower or any Restricted Subsidiary reduces or makes an offer to prepay, as applicable, Second Lien Obligations other than the Loans, the Borrower shall equally and ratably reduce or make an offer to prepay, as applicable, the Loans at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Loans that would otherwise be prepaid; or (C) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other property or assets, in each of clauses (a) through (c), that are used or useful in a Similar Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (3) to invest in Additional Assets; provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Asset Sale Proceeds from the date of such commitment so long as the Borrower or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Asset Sale Proceeds will be applied to satisfy such commitment within 180 days after the end of such 450-day period (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason within such 180-day period and before the Net Asset Sale Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Asset Sale Proceeds are applied or such Net Asset Sale Proceeds are not applied within such 180-day period, then such Net Asset Sale Proceeds shall constitute Excess Proceeds. (c) Any Net Asset Sale Proceeds that are not invested or applied as provided and within the time period set forth in Section 4.109.8(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Borrower shall make an offer to all Lenders and, if required or permitted by the terms of any Indebtedness the Liens securing which rank equally and ratably to the Loans (“Equal Priority Indebtedness”), to the holders of such Equal Priority Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Loans and such Equal Priority Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof 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, if applicable, additional interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement. In the event that the Borrower or a Restricted Subsidiary prepays any Equal Priority Indebtedness that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Borrower or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. The Borrower will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50.0 million by mailing the notice required pursuant to the terms of this Agreement, with a copy to the Administrative Agent. To the extent that the aggregate amount of Loans and any other Equal Priority Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. If the aggregate principal amount of Loans, or the Equal Priority Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans, and such other Equal Priority Indebtedness to be purchased on a pro rata basis (so long as an authorized denomination results therefrom) based on the accreted value or principal amount of the Loans or such Equal Priority Indebtedness which have been accepted for repayment by the applicable Lender. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Borrower may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale; andprovided that such Asset Sale Offer shall be in an aggregate amount of not less than $50.0 million. Upon consummation of such Asset Sale Offer, any Net Asset Sale Proceeds not required to be used to purchase Loans shall not be deemed Excess Proceeds. (d) Pending the final application of any Net Asset Sale Proceeds pursuant to this Section 9.8, the Borrower or the applicable Restricted Subsidiary may apply such Net Asset Sale Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Asset Sale Proceeds in any manner not prohibited by this Agreement.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (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 sold or otherwise disposed of (as determined in good faith by the CompanyManagement Committee); , (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: of (a) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; , (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); , and (c) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 510% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or for purposes cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof to reinvest in Productive Assets or to repay Indebtedness under the Senior Credit Facilities. Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Management Committee or such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (iii) of the second preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (iii) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the ''Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase; provided, however, that if at any time any non cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Management Committee of the General Partner); andprovided that any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company Borrower or the applicable such 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, as of the time of contractually agreeing to such Asset Sale, in good faith by senior management or the Board of Directors of the Borrower, whose determination shall be conclusive, provided that in the case of any Asset Sale involving consideration in excess of $50.075.0 million, such determination shall be made by the Board of Directors of the Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . (b) For purposes of Section 7.03(a)(ii), the amount of: of (ai) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on such balance sheet or in the Company’s or such Restricted Subsidiary’s balance or the footnotes notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the NotesRevolving Facility Obligations) that are assumed by the transferee of any such assets; assets (bor are otherwise extinguished in connection with the transactions relating to such Asset Sale), if such liabilities are not Indebtedness, or the Borrower or such Restricted Subsidiary has been released from all liability on payment of the principal amount of such liabilities in connection with such Asset Sale, (ii) any securities, notes or other obligations received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); ) within 180 days following the closing of such Asset Sale and (ciii) any Designated Non-cash Cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Board of Directors of the Borrower), taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 100.0150.0 million and 5(y) 9.0% of Total Assets Consolidated Tangible Assets20.0% of EBITDA at the time of the receipt of such Designated Non-cash Cash Consideration (with the fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or Section 7.03 and for purposes of the second paragraph of this Section 4.10; andno other purpose.

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Borrower or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the NotesLoans) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations or other securities or assets received by the Company Borrower or any such Restricted Subsidiary of the Borrower from such transferee that are converted by the Company Borrower or such Restricted Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received); and , and (ciii) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 56.25% of Total Assets of the Borrower at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 10.4(a). (b) Within 15 months after the Borrower’s or for purposes any Restricted Subsidiary of the second paragraph Borrower’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may apply the Net Proceeds from such Asset Sale (together with any Event of Loss Proceeds), at its option: (i) to permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Borrower or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness and other than Pari Passu Indebtedness that is Indebtedness represented by the Borrower’s guarantee of Indebtedness of any Restricted Subsidiary of the Borrower), the Borrower shall equally and ratably reduce Obligations under this Agreement if the Loans are then prepayable or, if the Loans may not then be prepaid, by making an offer (in accordance with the procedures set forth below for an Excess Proceeds Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of Loans that would otherwise be prepaid) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower; provided that if an offer to purchase any Indebtedness of any of the Borrower or its Restricted Subsidiaries is made in accordance with the terms of such Indebtedness, the obligation to permanently reduce Indebtedness of the Borrower or a Restricted Subsidiary, as the case may be, will be deemed to be satisfied to the extent of the amount of the offer, whether or not accepted by the holders thereof, and no Net Proceeds in the amount of such offer will be deemed to exist following such offer, (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; provided that in the case of clauses (ii) and (iii) above, if a binding commitment is made within 15 months of such Asset Sale or Event Loss, then such reinvestment period will be extended by up to an additional 12 months. Pending the final application of any such Net Proceeds (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the time period set forth in the first sentence of this Section 4.10; and10.4(b) (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to prepay the Loans, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $55.0 million, the Borrower shall make a Mandatory Prepayment Offer pursuant to Section 5.2 and in accordance with this Section 10.4. Upon completion of any such Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (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 Equity Interests issued or sold or otherwise disposed of (as such fair market value to be determined in good faith by the CompanyCompany on the date of contractually agreeing to such Asset Sale); ; (ii) at least 75% of the consideration received in the Asset Sale by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this clause (ii) only, each of the amount offollowing shall be deemed to be cash: (aA) the amount of any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement or by operation of law that releases the Company or such Restricted Subsidiary from further liability; (bB) 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 within 180 days of the receipt thereof (closing of the related Asset Sale, to the extent of the cash received)received in that conversion; and and (cC) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 55.0% of Total Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (iii) the Net Proceeds thereof shall be delivered to the Collateral Agent for deposit into the Collateral Account as Trust Monies. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply those Net Proceeds at its option to: (i) repay, prepay, purchase, repurchase, redeem, defease or otherwise acquire, retire, cancel or discharge notes (including through open-market purchases); (ii) make a capital expenditure relating to an asset that constitutes Collateral; (iii) acquire other long-term real property assets (including fee properties and leasehold interests that have a term in excess of the maturity of the notes) that are pledged as Collateral under the Security Documents with the Lien on such Collateral securing the notes; or (iv) a combination of the foregoing; provided that, in the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted final application of the Net Proceeds from the date of such commitment if the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that an amount equal to the amount of such Net Proceeds will be applied to satisfy such commitment within 180 days after the end of the 365-day period (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled, terminated or otherwise not consummated during such period for any reason, then an amount equal to the amount of any such unapplied Net Proceeds shall upon such event constitute Excess Proceeds. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes to purchase the maximum aggregate principal amount of the Notes that may be purchased with an amount equal to the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) of such Notes plus accrued and unpaid interest, if any, to, but not including, the date of purchase, subject to, without duplication, the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, in accordance with this Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer (“Declined Excess Proceeds”), those Declined Excess Proceeds shall be automatically released from the Notes Liens and the Company may use those Declined Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of notes tendered in any Asset Sale Offer by Holders exceeds the amount of Excess Proceeds, the Trustee shall select the notes to be purchased on a pro rata basis based on the principal amounts tendered, but no notes shall be selected and purchased in an unauthorized denomination. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the foregoing 365-day period. (d) All references in this Section 4.10 to “Net Proceeds” and “Excess Proceeds” shall be deemed to mean cash in an amount equal to the amount of Net Proceeds or Excess Proceeds, as applicable, but not necessarily the actual cash received from the relevant Asset Sale. The Collateral Agent shall, upon request of the Company pursuant to an Officers’ Certificate, disburse Trust Monies from the Collateral Account to or for the benefit of the Company for the purposes described in each of (a), (bSections 4.10(b) and (c), and the Notes Liens on such Trust Monies shall be automatically released upon such disbursement. (e) aboveIf the Asset Sale purchase date is on or after a record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Holder in whose name a note is registered at the close of business on such record date, and no interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (f) Upon the commencement of an Asset Sale Offer, the Company will send (or provide in accordance with the applicable procedures of DTC) a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (i) that the Asset Sale Offer is being made pursuant to this Section 4.10 and the length of time the Asset Sale Offer will remain open; (ii) the offer amount, the purchase price and the Asset Sale Offer purchase date; (iii) that any Note not tendered and accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Asset Sale purchase date; (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased only in denominations of $2,000 and integral multiples of $1,000 in excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer will 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 Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Asset Sale purchase date; (vii) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the 365-day period, a 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; (viii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the offer amount, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples in excess thereof, will be purchased); and (ix) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to be cash for the purposes of this provision or for purposes unpurchased portion of the second paragraph Notes surrendered (or transferred by book-entry transfer). (g) On or before the Asset Sale Offer purchase date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, 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 will 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 4.10; and. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Asset Sale purchase date) mail (or provide in accordance with the applicable procedures of DTC) to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail (or provide in accordance with the applicable procedures of DTC) 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 provided in accordance with the applicable procedures of DTC) by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Asset Sale Offer purchase date. (h) 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 a Change of Control Offer or Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations under this Section 4.10 by virtue of its compliance with such securities laws or regulations.

Asset Sales. The Effect any Asset Sale, or agree to 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 Borrowers, 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 unless all of the Equity Interests of such Subsidiary then owned by any of the Companies are sold to the purchaser thereof in a sale permitted by this clause (b)) for fair market value, with at least 80% of the consideration received for all such Asset Sales payable in cash upon such sale; provided, however, that with respect to any such Asset Sale pursuant to this clause (b), the aggregate consideration received during any fiscal year for all such Asset Sales shall not exceed $150 million; (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 shall consolidations, and liquidations and dissolutions in compliance with Section 6.05; (e) sales, transfers and other dispositions of Accounts for the fair market value thereof in connection with a Permitted Factoring Facility so long as at any time of determination the aggregate book value of the then outstanding Accounts subject to a Permitted Factoring Facility does not permit exceed an amount equal to $300 million less the amount of Indebtedness under all outstanding Securitization Facilities at such time less the amount of Indebtedness outstanding under Section 6.01(m) at such time; (f) the sale or disposition of cash and Cash Equivalents in connection with a transaction otherwise permitted under the terms of this Agreement; 175 (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 (other than the Equity Interests of any Subsidiary unless all of the Equity Interests of such Subsidiary then owned by any of its the Companies are sold to the purchaser thereof in a sale permitted by this clause (h)) (i) by and among Unrestricted Grantors (other than Holdings), (ii) by and among Restricted Subsidiaries toGrantors organized under the laws of the same country (or jurisdictions within such same country), consummate an (iii) by Restricted Grantors to Unrestricted Grantors so long as the consideration paid by Unrestricted Grantors in each such Asset Sale unless does not exceed fair market value for such Asset Sale, (iv) by Unrestricted Grantors to Restricted Grantors of property for fair market value, and for aggregate consideration, not in excess of $25 million for all such Asset Sales following the Closing Date, (v) by Companies that are not Loan Parties to Loan Parties so long as the consideration paid by Loan Parties in each such Asset Sale does not exceed (1) the fair market value for such Asset Sale and (2) $25 million for all such Asset Sales following the Closing Date; and (vi) by and among Companies that are not Loan Parties, provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the relevant Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; (i) the Company Companies may consummate Asset Swaps (other than Asset Swaps constituting all or substantially all of the asset of a Company), so long as (x) each such sale is in an arm’s-length transaction and the applicable Restricted Subsidiary, as the case may be, Company 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 consideration (as determined in good faith by the such Company); , (iiy) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least 75% of to the consideration received by the Company or the Restricted Subsidiary, same extent as the case may be, from assets sold pursuant to such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: Swap (aimmediately prior to giving effect thereto) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (cz) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with value of all other Designated Non-cash Consideration received assets sold pursuant to this clause (ci) after December 14shall not exceed $25 million in the aggregate since the Closing Date; provided that so long as the assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company, 2010 that is at that time outstandingsuch $25 million aggregate cap will not apply to such Asset Swap; (j) sales, not transfers and other dispositions of Receivables and Related Security to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with a Securitization Subsidiary for the fair market value thereof and all sales, transfers or other dispositions of each item Securitization Assets by a Securitization Subsidiary under, and pursuant to, a related Securitization Facility permitted under Section 6.01(e); (k) so long as no Default is then continuing or would result therefrom, the arm’s-length sale or disposition for cash of Designated Non-cash Consideration being measured at Equity Interests in a Joint Venture Subsidiary for fair market value or the time received and without giving effect issuance of Equity Interests in a Joint Venture Subsidiary; provided, 176 however, that the aggregate fair market value of all such Equity Interests sold or otherwise disposed of pursuant to subsequent changes in value), shall, in each this clause (k) following the Closing Date shall not exceed $300 million; and (l) issuances of (aEquity Interests permitted under Section 6.13(b)(i), (bii), (iii), (iv) and (c) abovevi). To the extent the Required Lenders or such other number of Lenders whose consent is required under Section 11.02, be deemed to be cash for as applicable, waive the purposes of this provision or for purposes of the second paragraph provisions of this Section 4.10; and6.06 with respect to the sale of any Collateral or any Collateral is sold as permitted by this Section 6.06, and so long as the Lien of the Term Loan Administrative Agent or the Term Loan Collateral Agent (or any other Term Loan Agents) pursuant to the Term Loan Documents in such Collateral is also released, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and so long as the Loan Parties shall have provided the Agents such certificates or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Agents shall take all actions as the Administrative Borrower reasonably requests in order to effect the foregoing.

Asset Sales. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Company Borrower (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 (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of (of, as determined approved in good faith by the Company)Borrower’s Board of Directors; and (ii) at least 75% of the consideration received in the Asset Sale by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision only (and specifically not for the amount ofpurposes of the definition of “Net Proceeds”), each of the following shall be deemed to be cash: (aA) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesLoans or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; ; (bB) any securities, notes or other obligations received by the Company Borrower or any such Restricted Subsidiary from such transferee that within 180 days are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash receivedreceived in that conversion); and ; (cC) any Designated Non-cash Noncash Consideration received by the Company Borrower or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14since the Closing Date or the Debt Assumption Date, 2010 as applicable, that is at that the time outstanding, not to exceed the greater of (a) $150 300.0 million ($60.0 million) and 5(b) 3.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (Noncash Consideration, with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (D) the fair market value (measured as of the date such Equity Interests or assets are received) of any Equity Interests or assets of the kind referred to in clauses (ii) or (iv) of Section 7.10(b). (b) After the Debt Assumption, shallwithin 365 days after the receipt of any Net Proceeds of any Asset Sale or Casualty Event, the Borrower or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale or such Casualty Event: (i) to repay, prepay, redeem or repurchase Indebtedness (other than Subordinated Indebtedness); provided, that after the Debt Assumption, to the extent such Asset Sale or such Casualty Event is with respect to property (including Equity Interests) that constitutes Collateral, such Indebtedness being repaid, prepaid, redeemed or repurchased is secured pari passu with, or senior to, the Loans or Guarantees thereof, as applicable; (ii) to acquire all or substantially all of the assets of another Related Business, or to acquire any Equity Interests of another Related Business, if, after giving effect to any such acquisition of Equity Interests, the Related Business is or becomes a Restricted Subsidiary of the Borrower; provided, that after the Debt Assumption, to the extent such Asset Sale or such Casualty Event is with respect to property (including Equity Interests) that constitutes Collateral, the assets of such Related Business (other than Excluded Assets) and/or such Equity Interests, constitute Collateral and are pledged in each favor of the Administrative Agent for the benefit of the Secured Parties; (aiii) to make a capital expenditure; provided, that after the Debt Assumption, to the extent such Asset Sale or such Casualty Event is with respect to property (including Equity Interests) that constitutes Collateral, such capital expenditure is made with respect to, or will result in property constituting, Collateral that is or will be pledged in favor of the Administrative Agent for the benefit of the Secured Parties; (iv) to acquire other assets (other than securities or current assets) that will be used or useful in a Related Business; provided, that after the Debt Assumption, to the extent such Asset Sale is with respect to property (including Equity Interests) that constitutes Collateral, such other assets that will be used or useful in a Related Business constitute Collateral and are pledged in favor of the Administrative Agent for the benefit of the Secured Parties; or (v) a combination of prepayments and investments permitted by the foregoing clauses (i), (bii), (iii), and (iv); provided that the Borrower and its Restricted Subsidiaries will be deemed to have applied such Net Proceeds pursuant to clause (ii), (iii) or (iv) of this Section 7.10(b), as applicable, if and to the extent that, within 365 days after the Asset Sale or such Casualty Event that generated the Net Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to consummate any reinvestment described in clause (ii), (iii) or (iv) of this paragraph, and such reinvestment is thereafter completed within 180 days after the end of such 365-day period. (c) abovePending the final application of such Net Proceeds, the Borrower or any Restricted Subsidiary may temporarily reduce borrowings under any credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Agreement. (d) After the Debt Assumption, on the 366th day (as extended pursuant to the provisions in Section 7.10(b)) after an Asset Sale or Casualty Event, or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale or such Casualty Event as set forth in clause (i), (ii), (iii), or (iv) of Section 7.10(b), the aggregate amount of Net Proceeds which have not been applied on or before such date shall constitute “Excess Proceeds”; provided, that the amount of Excess Proceeds as of the Debt Assumption shall be deemed to be cash for $0. In addition, when the purposes Borrower has applied all Excess Proceeds to prepay the Loans in accordance with Section 2.05(b)(iii), the amount of this provision or for purposes of the second paragraph of this Section 4.10; andExcess Proceeds will be reset to $0.

Asset Sales. The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company Holdings or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); of; (ii) at least 75% of the consideration therefor received by the Company Holdings or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets or a combination thereof. For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities (liabilities, as shown on the Company’s Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Holdings or any such Restricted Subsidiary (other than liabilities contingent liabilities, Indebtedness that are is by their its terms subordinated to the NotesObligations and liabilities to the extent owed to Holdings or any Affiliate of Holdings) that are assumed by the transferee of any such assets; assets or Equity Interests pursuant to a written novation agreement that releases Holdings or such Restricted Subsidiary from further liability therefor, and (bB) any securities, notes or other obligations received by the Company Holdings or any such Restricted Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Company Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash receivedreceived in that conversion); and and (ciii) any Designated Non-cash Consideration received if such Asset Sale involves the transfer of Collateral, (A) such Asset Sale complies with the applicable provisions of the Security Documents, and (B) to the extent required by the Company or any of its Restricted Subsidiaries Security Documents, all consideration (including cash and Cash Equivalents) received in such Asset Sale shall be expressly made subject to the Lien under the Security Documents; provided, that the Borrower or any Guarantor may designate consideration received in exchange for the sale or other disposition of Collateral having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater Fair Market Value of $150 75 million and 5since the Effective Date as “Excluded Assets” (as defined in the Security Agreement) not subject to the Lien under the Security Documents. Notwithstanding the foregoing, the 75% of Total limitation referred to in Section 9.04(ii) shall be deemed satisfied with respect to any Asset Sale in which the cash, Cash Equivalents or Replacement Assets at the time portion of the receipt of such Designated Non-cash Consideration (consideration received therefrom, determined in accordance with the fair market value of each item of Designated Nonforegoing provision on an after tax basis, is equal to or greater than what the after-cash Consideration being measured at tax proceeds would have been had such Asset Sale complied with the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; andaforementioned 75% limitation.

Asset Sales. The (a) Neither the Company shall notnor any Restricted Subsidiary will, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, such entity 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 which other disposition is made (as determined in good faith by the CompanyBoard of such entity); and (ii2) consummate or enter into a binding obligation to consummate an Asset Sale unless at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, such entity from such Asset Sale shall will be in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiaryentity’s most recent balance sheet (or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated Indebtedness subordinate in right of payment to the Notes) that are assumed by the transferee of any such assets; and (bB) to the extent of the cash received, any securities, notes or other obligations or securities received by the Company or any such Restricted Subsidiary Obligor from such transferee that are converted by such entity into cash within 180 days of receipt. (b) Notwithstanding the foregoing, the Company or a Restricted Subsidiary will be permitted to consummate an Asset Sale without complying with the foregoing provisions if: (1) such entity 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 Board of such entity); and (2) the consideration for such Asset Sale constitutes (x) Productive Assets; provided that any non-cash consideration not constituting Productive Assets received by such entity in connection with such Asset Sale that is converted into or sold or otherwise disposed of for cash or Cash Equivalents at any time within 360 days after such Asset Sale shall constitute Net Cash Proceeds subject to the provisions set forth above or (y) Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (cy) after December 14, 2010 that is at that the time outstanding, not to exceed the greater of $150 75 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Cash Consideration, with the fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (c) Upon the consummation of an Asset Sale, the Company or the affected Restricted Subsidiary will be required to apply an amount equal to all Net Cash Proceeds (excluding amounts received and considered as “cash” pursuant to Section 4.10 (a)(2)(A)) that are received from such Asset Sale within 360 days of the receipt thereof either: (1) to reinvest (or enter into a binding commitment to invest, if such investment is effected within 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by this Indenture; (2) to repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the Company or such Restricted Subsidiary, as applicable, secured by a Lien), shalland, in the case of any such repayment under any revolving credit or other facility that permits future borrowings, effect a permanent reduction in the availability or commitment under such facility; (3) to (x) prepay, repay, redeem or purchase Notes including (i) as provided under Section 3.07 hereof, (ii) making an offer (in accordance with the procedures set forth below for a Net Proceeds Offer) to all Holders to purchase their Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased or (iii) purchasing Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased, through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law or (y) prepay, repay, redeem or purchase any other pari passu Indebtedness of the Company or any Guarantor; provided that if the Company or any Restricted Subsidiary shall so repay or prepay any such other pari passu Indebtedness, the Company will reduce (or offer to reduce) Obligations under this Indenture, the Notes and the Note Guarantees on a pro rata basis (based on the amount so applied to such repayments or prepayments) as provided in the immediately preceding clause (x), subject to the applicable procedures of DTC; (4) to improve real property or make a capital expenditure; or (5) any combination of the foregoing; provided, however, that if the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Cash Proceeds within 180 days following such contractual commitment in accordance with the foregoing clauses (1), (2), (3), (4) or (5) of this Section 4.10(c) and such Net Cash Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Cash Proceeds as set forth in this paragraph shall be considered satisfied. Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving Indebtedness or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture. Any Net Cash Proceeds from an Asset Sale that are not applied pursuant to the preceding paragraph shall constitute “Excess Net Proceeds.” No later than 20 Business Days following the date on which the aggregate amount of Excess Net Proceeds exceeds $75 million (the “Net Proceeds Trigger Date”), the Company shall make an offer to purchase (the “Net Proceeds Offer”), on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Trigger Date, on a pro rata basis, an aggregate principal amount equal to the Excess Net Proceeds of (a) Notes, at a purchase price in cash equal to 100% of the aggregate principal amount of Notes, in each of (a)case, plus accrued and unpaid interest thereon, if any, on the Net Proceeds Offer Payment Date, and (b) other pari passu Indebtedness of the Company or any Guarantor, in each case to the extent required by the terms thereof. If at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Restricted Subsidiary in connection with such Asset Sale (other than non-cash consideration deemed to be cash as provided in Section 4.10(a)(2)(B)) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 4.10. To the extent that the aggregate principal amount of Notes or other pari passu Indebtedness tendered pursuant to the Net Proceeds Offer is less than the Excess Net Proceeds, the Company or such Restricted Subsidiary may use any remaining proceeds of such Asset Sales for general corporate purposes (c) abovebut subject to the other terms of this Indenture). Upon completion of a Net Proceeds Offer, the Excess Net Proceeds relating to such Net Proceeds Offer will be deemed to be cash for the purposes of this provision or zero for purposes of any subsequent Asset Sale. In the second paragraph event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of any non-cash proceeds received in connection with an Asset Sale) that are distributed to or received by the Company or a Restricted Subsidiary will be required to be applied by the Company or the Restricted Subsidiary in accordance with the provisions of this Section 4.10; . The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable holders to tender their Notes and, to the extent that the provisions of any such laws or rules conflict with the provisions of this Section 4.10, the Company’s compliance with such laws and rules shall not in and of itself cause a breach of the Company’s obligations under Section 3.09 or this Section 4.10.

Asset Sales. The Company shall not, and shall not permit Effect any of its Restricted Subsidiaries to, consummate an Asset Sale unless except that the following shall be permitted: (ia) disposition of used, worn out, obsolete or surplus property by any Company in the Company ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the applicable reasonable judgment of the Borrower, 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, after giving effect to any such Asset Sale, such person either ceases to be a Restricted Subsidiary or, in the case of an Excluded Collateral Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the becomes a Joint Venture Subsidiary) for fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) value, with at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for all such Asset Sale Sales or related Asset Sales in which the consideration received exceeds $10,000,000 payable in cash upon such sale (provided, however, that for the purposes of this clause (b), the following shall be in the form of cash or Cash Equivalents; provided that the amount of: deemed to be cash: (ai) any liabilities (as shown on the Company’s or such Restricted SubsidiaryBorrower’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Borrower or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Holdings, the Borrower and all of any such assets; its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (bii) any securities, notes or other obligations securities received by the Company Borrower or any such the applicable Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of the applicable Asset Sale, and (ciii) any Designated Nonaggregate non-cash Consideration consideration received by the Company Borrower or any of its the applicable Restricted Subsidiaries in such Asset Sale Subsidiary having an aggregate fair market value, taken together with all other Designated Nonvalue (determined as of the closing of the applicable Asset Sale for which such non-cash Consideration received consideration is received) not to exceed $50,000,000 at any time (net of any non-cash consideration converted into cash)); provided, however, that with respect to any such Asset Sale pursuant to this clause (b), the aggregate consideration received for all such Asset Sales shall not exceed $400,000,000 during any fiscal year or $800,000,000 in the aggregate after the Closing Date; (c) after December 14leases, 2010 that is 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 so long as at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the any time of determination the receipt aggregate book value of the then outstanding Receivables subject to a Permitted Factoring Facility does not exceed an amount equal to $400,000,000 less the amount of Indebtedness under all outstanding Qualified Securitization Transactions at such Designated Non-time under Section 6.01(e) less the amount of Indebtedness outstanding under Section 6.01(m) at such time; (f) the sale or disposition of cash Consideration and Cash Equivalents in 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), (ii) by any Restricted Grantor to 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 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 fair market value of such Asset Sales under this clause (iv) does not exceed $100,000,000 in the aggregate for all such Asset Sales since the Closing Date, (v) by any 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 does not exceed the fair market value of the property transferred, and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; (i) the Companies may consummate Asset Swaps so long as (x) each item of Designated Nonsuch sale is in an arm’s-cash Consideration being measured length transaction and the applicable Company receives at the time received and without giving effect to subsequent changes least fair market value consideration (as determined in value), shall, in each of (agood faith by such Company), (by) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (cz) abovethe aggregate fair market value of all assets sold pursuant to this clause (i) shall not exceed $50,000,000 in the aggregate since the Closing Date; provided that so long as the assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company, such $50,000,000 aggregate cap will not apply to such Asset Swap; (j) sales, transfers and other dispositions of Receivables (whether now existing or arising or acquired in the future) and Related Security to a Securitization Entity in connection with a Qualified Securitization Transaction permitted under Section 6.01(e) and all sales, transfers or other dispositions of Securitization Assets by a Securitization Entity under, and pursuant to, a Qualified Securitization Transaction permitted under Section 6.01(e); (k) so long as no Default is then continuing or would result therefrom, the arm’s-length sale or disposition for cash of Equity Interests in a Joint Venture Subsidiary for fair market value or the issuance of Equity Interests in a Joint Venture Subsidiary; provided, however, that the aggregate fair market value of all such Equity Interests sold or otherwise disposed of pursuant to this clause (k) following the Closing Date shall not exceed $300,000,000; (l) issuances of Equity Interests by Joint Venture Subsidiaries and Excluded Collateral Subsidiaries; (m) Asset Sales among Companies of promissory notes or preferred stock or similar instruments issued by a Company; provided that such Asset Sales are part of a Series of Cash Neutral Transactions and no Default has occurred and is continuing; (n) the sale of Receivables made pursuant to the Receivables Purchase Agreement; (o) to the extent constituting an Asset Sale, Investments permitted by Section 6.04(i); (p) issuances of Qualified Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Qualified Capital Stock (A) for stock splits, stock dividends and additional issuances of Qualified Capital Stock which do not decrease the percentage ownership of the Loan Parties in any class of the Equity Interests of such issuing Company and (B) by Subsidiaries of the Borrower formed after the Closing Date to the Borrower or the Subsidiary of the Borrower which is to own such Qualified Capital Stock. All Equity Interests issued in accordance with this Section 6.06(p) shall, to the extent required by Section 5.11 or any Security Document or if such Equity Interests are issued by any Loan Party (other than Holdings), be deemed delivered to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10Collateral Agent; and (q) contribution of promissory notes with face amounts of €293,834,842 and €87,291,599 outstanding on the Closing Date by the Borrower to a newly formed Loan Party under the laws of Luxembourg.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; , (bB) 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 within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 515% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision and for no other purpose. (b) Within 365 days after the Company's or for purposes any Restricted Subsidiary's receipt of the second Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i) to permanently reduce Obligations under the Senior Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be prepaid), (ii) to an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are the subject of such Asset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sale that are not invested as provided and within the time period set forth in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes, that is an integral multiple of $1,000, 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, if any, to the date fixed for the closing of such offer (the "Offered Price"). The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $15.0 million by giving to each Holder of the Notes, with a copy to the Trustee, in the manner provided in Section 106 a notice stating: (i) that the Holder has the right to require the Company to repurchase such Holder's Notes at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered; (ii) the date of purchase of Notes pursuant to the Asset Sale Offer (the "Asset Sale Purchase Date"), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that the Offered Price will be paid to Holders electing to have Notes purchased on the Asset Sale Purchase Date, provided that a Holder must surrender its Note to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date; (iv) any Note not tendered will continue to accrue interest pursuant to its terms; (v) that unless the Company defaults in the payment of the Offered Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Company receives, not later than the close of business on the third Business Day preceding the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; (vii) that the Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (viii) the instructions a Holder must follow in order to have his Notes purchased in accordance with this Section 1017. 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 in the manner described in Section 1104. Upon completion of any such 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 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 provisions of this Section 4.10; and1017, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than a Required Asset Sale unless or any Legacy Loan Portfolio Sale unless: (i1) 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 sold or otherwise disposed of (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such ) receives consideration at the time of the Asset Sale shall be at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75.0% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (aA) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the transferee of any such assets; assets (bor a third party on behalf of such transferee) pursuant to a customary novation or other agreement that releases the Company or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations or assets 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 of the receipt thereof (thereof, to the extent of the cash received)received in that conversion; and and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 125.0 million and 5(y) 2.5% of Total Assets Assets, at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), . (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, including a Required Asset Sale or a Legacy Loan Portfolio Sale, the Issuers (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at their or its option, in any combination of the following: (1) to prepay or repay Secured Debt or Indebtedness of any Restricted Subsidiary of the Company that is not a Guarantor, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided, however, that, except in the case of Net Proceeds from a Legacy Loan Portfolio Sale, Net Proceeds may not be applied to the prepayment or repayment of Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness, other than Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness secured by a Lien on the asset or assets that were subject to such Asset Sale; (2) to prepay or repay Pari Passu Debt permitted to be incurred pursuant to this Indenture to the extent required by the terms thereof, and, in the case of Pari Passu Debt under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto; (3) to make one or more offers to the holders of the Notes (and, at the option of the Company, the holders of Pari Passu Debt) to purchase Notes (and such other Pari Passu Debt) pursuant to and subject to the conditions applicable to Asset Sale Offers described below; (4) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; or (5) to acquire other assets (including, without limitation, MSRs and Securitization Assets) that are used or useful in a Permitted Business. (c) abovePending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings and/or borrowings under Permitted Funding Indebtedness or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $60.0 million, within 30 days thereof, the Issuers shall make an Asset Sale Offer to all holders of Notes and all holders of Pari Passu Debt 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 Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.0% of the principal amount (or, in the case of any other Pari Passu Debt offered at a significant original issue discount, 100.0% of the accreted value thereof, if permitted by the relevant indenture or other agreement governing such Pari Passu Debt) plus accrued and unpaid interest 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 any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (e) 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 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 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to be cash for have breached its obligations under the purposes Asset Sale provisions of this provision or for purposes Indenture by virtue of the second paragraph of this Section 4.10; andsuch compliance.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale unless unless: (i1) the Company or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Board of Directors of the Company)) of the assets sold or otherwise disposed of; and (ii2) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets and from which the Company or any Restricted Subsidiary are released in writing; (bB) any securities, notes or other obligations or other securities or assets received by the Company or any such Restricted Subsidiary of the Company from such transferee that are converted by the Company or such Restricted Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received); and and (cC) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 55.0% of Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, ; shall be deemed to be cash Cash Equivalents for the purposes of this provision provision. Within 365 days after the receipt by the Company or any Restricted Subsidiary of the Company of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the Company or such Restricted Subsidiary of the Company may apply the Net Proceeds from such Asset Sale (together with any Event of Loss Proceeds), at its option: (1) to permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Company or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness), the Company will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, by making an offer (in accordance with the procedures set forth below for purposes an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, the pro rata principal amount of Notes that would otherwise be prepaid) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company, (2) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or (3) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; provided that in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Company or such Restricted Subsidiary enters into another binding commitment within nine months of such cancellation or termination of the prior binding commitment; provided, further, that any such binding commitment to invest shall be subject to only customary conditions (other than financing). Pending the final application of any such Net Proceeds (or Event of Loss Proceeds), the Company or such Restricted Subsidiary of the Company may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the time period set forth in the second paragraph of this Section 4.10 (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to purchase Notes, as described in clause (1) of the second paragraph of this Section 4.10; , shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an Asset Sale Offer to all Holders (and, at the option of the Company, to holders of any Pari Passu Indebtedness) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness) that is an integral multiple of $2,000 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 (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Liquidated Damages, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million as provided in Section 3.09 hereof. To the extent that the aggregate amount of Notes (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such Pari Passu Indebtedness) to be purchased as provided in Section 3.09 hereof. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall 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 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 provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. The Effect any Asset Sale, or agree to 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 Borrowers, 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 unless all of the Equity Interests of such Subsidiary then owned by any of the Companies are sold to the purchaser thereof in a sale permitted by this clause (b)) for fair market value, with at least 80% of the consideration received for all such Asset Sales payable in cash upon such sale; provided, however, that with respect to any such Asset Sale pursuant to this clause (b), the aggregate consideration received during any fiscal year for all such Asset Sales shall not exceed $150 million; (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 shall consolidations, and liquidations and dissolutions in compliance with Section 6.05; (e) sales, transfers and other dispositions of Accounts for the fair market value thereof in connection with a Permitted Factoring Facility so long as at any time of determination the aggregate book value of the then outstanding Accounts subject to a Permitted Factoring Facility does not permit exceed an amount equal to $300 million less the amount of Indebtedness under all outstanding Securitization Facilities at such time less the amount of Indebtedness outstanding under Section 6.01(m) at such time; (f) the sale or disposition of cash and Cash Equivalents in 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 (other than the Equity Interests of any Subsidiary unless all of the Equity Interests of such Subsidiary then owned by any of its the Companies are sold to the purchaser thereof in a sale permitted by this clause (h)) (i) by and among Unrestricted Grantors (other than Holdings), (ii) by and among Restricted Subsidiaries toGrantors organized under the laws of the same country (or jurisdictions within such same country), consummate an (iii) by Restricted Grantors to Unrestricted Grantors so long as the consideration paid by Unrestricted Grantors in each such Asset Sale unless does not exceed fair market value for such Asset Sale, (iv) by Unrestricted Grantors to Restricted Grantors of property for fair market value, and for aggregate consideration, not in excess of $25 million for all such Asset Sales following the Closing Date, (v) by Companies that are not Loan Parties to Loan Parties so long as the consideration paid by Loan Parties in each such Asset Sale does not exceed (1) the fair market value for such Asset Sale and (2) $25 million for all such Asset Sales following the Closing Date; and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the relevant Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; (i) the Company Companies may consummate Asset Swaps (other than Asset Swaps constituting all or substantially all of the asset of a Company), so long as (x) each such sale is in an arm’s-length transaction and the applicable Restricted Subsidiary, as the case may be, Company 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 consideration (as determined in good faith by the such Company); , (iiy) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least 75% of to the consideration received by the Company or the Restricted Subsidiary, same extent as the case may be, from assets sold pursuant to such Asset Sale Swap (immediately prior to giving effect thereto) and (z) the aggregate fair market value of all assets sold pursuant to this clause (i) shall be not exceed $25 million in the form of cash or Cash Equivalentsaggregate since the Closing Date; provided that so long as the amount of:assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company, such $25 million aggregate cap will not apply to such Asset Swap; (aj) any liabilities sales, transfers and other dispositions of Receivables and Related Security to a Securitization Subsidiary for the fair market value thereof and all sales, transfers or other dispositions of Securitization Assets by a Securitization Subsidiary under, and pursuant to, a related Securitization Facility permitted under Section 6.01(e); (k) so long as shown on no Default is then continuing or would result therefrom, the Company’s arm’s-length sale or such Restricted Subsidiary’s most recent balance sheet or disposition for cash of Equity Interests in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance a Joint Venture Subsidiary for fair market value or the footnotes thereto if such incurrence or accrual had taken place on issuance of Equity Interests in a Joint Venture Subsidiary; provided, however, that the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with value of all other Designated Non-cash Consideration received such Equity Interests sold or otherwise disposed of pursuant to this clause (ck) after December 14, 2010 that is at that time outstanding, following the Closing Date shall not to exceed the greater $300 million; and (l) issuances of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (aEquity Interests permitted under Section 6.13(b)(i), (bii), (iii), (iv) and (c) abovevi). To the extent the Required Lenders or such other number of Lenders whose consent is required under Section 11.02, be deemed to be cash for as applicable, waive the purposes of this provision or for purposes of the second paragraph provisions of this Section 4.10; and6.06 with respect to the sale of any Collateral or any Collateral is sold as permitted by this Section 6.06, and so long as the Lien of the Revolving Credit Funding Agent or the Revolving Credit Collateral Agent (or any other Revolving Credit Agents) pursuant to the Revolving Credit Loan Documents in such Collateral is also released, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and so long as the Loan Parties shall have provided the Agents such certificates or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Agents shall take all actions as Administrative Borrower reasonably requests in order to effect the foregoing.

Asset Sales. The Company shall Borrower will not, and shall will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or a substantial portion of its Restricted assets (whether now owned or hereafter acquired), except that the Borrower and the Subsidiaries to, consummate an Asset Sale unless may (i) sell, lease or otherwise dispose of inventory as a part of the Company outsourcing of a manufacturing activity previous conducted by the Borrower pursuant to which the Borrower or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time Subsidiaries intend to repurchase substantially all of such Asset Sale at least equal inventory (or goods manufactured therewith) for resale to customers, (ii) sell, lease or otherwise dispose of inventory and obsolete equipment, in the ordinary course of business, (iii) sell, lease or otherwise dispose of property in any individual transaction not related to any other such transaction if the aggregate fair market value of the assets sold sold, leased or otherwise disposed of in such transaction is less than $5,000,000, (as determined iv) sell, lease or otherwise dispose of property to the Borrower or a Subsidiary in good faith any transaction permitted by the CompanySection 6.04(a)(iii); , (iiv) at least 75% of the consideration received by the Company or the Restricted Subsidiarysell accounts receivable in Non-Recourse Receivables Sales, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the aggregate amount of: (a) any liabilities (as shown on of accounts receivable of the Company’s or such Restricted Subsidiary’s most recent balance sheet or in Borrower and the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would Subsidiaries which shall have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated sold in Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received Recourse Receivables Sales pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, Section 6.05 during any fiscal quarter shall not to exceed the greater of (x) $150 million 150,000,000 and 5(y) 15% of Total Assets the amount equal to the aggregate amount outstanding of all accounts receivable of the Borrower and the Subsidiaries as of the last day of such fiscal quarter plus the aggregate amount of such accounts receivable sold during such quarter in Non-Recourse Receivables Sales, (vi) sell (and leaseback) the San Diego Facility to the extent permitted under Section 6.03, and (vii) sell, lease or otherwise dispose of property in any other transaction otherwise permitted under this Agreement, provided that the aggregate book value of all assets sold, leased or otherwise disposed of in transactions under this clause (vi) shall not when taken together at the time of each such sale, lease or other disposition exceed the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each greater of (a), (bx) $150,000,000 and (cy) above, be deemed to be cash for the purposes 15% of this provision or for purposes Consolidated Tangible Assets as of the second paragraph last day of this the most recent fiscal period in respect of which financial statements have been delivered pursuant to Section 4.10; and5.01 at such time.

Asset Sales. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale unless Sale, unless: (i) the Company Issuer or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company)Issuer) of the assets sold or otherwise disposed of; and (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however that the amount of: (a1) any liabilities (as shown on the CompanyIssuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuer or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets or Equity Interests pursuant to an agreement that releases or indemnifies the Issuer or such Restricted Subsidiary, as the case may be, from further liability; (b2) any securities, notes Notes or other obligations or other securities or assets received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and and (c3) any Designated Non-cash Consideration received by the Company Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c3) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 100.0 million and 5(y) 2.25% of Total Assets Assets, at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in ; shall each of (a), (b) and (c) above, be deemed to be cash Cash Equivalents for the purposes of this provision clause (ii). (b) Within 365 days after the Issuer’s or for purposes any Restricted Subsidiary’s receipt of the second paragraph Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale, at its option: (i) to permanently reduce Obligations under any Secured Indebtedness and, in the case of revolving obligations thereunder, to correspondingly reduce commitments with respect thereto; (ii) to permanently reduce Obligations under (x) other Pari Passu Indebtedness of the Issuer or the Guarantors (provided that if the Issuer or any Guarantor shall so reduce such Obligations under such other Pari Passu Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes if the Notes are then redeemable at par or, if the Notes are not redeemable at par, by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Notes that would otherwise be redeemed) or (y) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer (provided that in the case of any reduction of any revolving obligations pursuant to this clause (ii), the Issuer or such Restricted Subsidiary shall effect a corresponding reduction of commitments with respect thereto); (iii) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each case that either replaces the properties or assets that are the subject of such Asset Sale or that are used or useful in a Similar Business; or (iv) any combination of the foregoing; provided that the Issuer and its Restricted Subsidiaries shall be deemed to have complied with the provisions described in clause (iii) of this Section 4.103.7(b) if and to the extent that, within 365 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision described in clause (iii) of this Section 3.7(b), and that acquisition, purchase or capital expenditure is thereafter completed within 180 days after the end of such 365-day period. (c) Pending the final application of any such Net Cash Proceeds, the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. Any Net Cash Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in Section 3.7(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and to all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to Asset Sales, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis, 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 (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or such lesser price, if any, as may be provided by the terms of such other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $30.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness, as appropriate, surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or its agent shall select such other Indebtedness to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the purchase of the Notes pursuant to an Asset Sale Offer. To the extent that the Asset Sale provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance. (e) If more Notes are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase will be made in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not listed, on a pro rata basis (and in such manner as complies with applicable legal requirements); andprovided, that the selection of Notes for purchase shall not result Holder with a principal amount of Notes less than the minimum denomination to the extent practicable. A new Note in principal amount equal to the unpurchased portion of any Note purchased in part will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Company or the applicable 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 Company (such fair market value to be determined on the date of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated to the Notes) Notes or the Guarantees, that are assumed by the transferee of any such assets; assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (b) any securities, notes or other obligations or assets 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 of the receipt thereof Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the cash Cash Equivalents received); and ) within 365 days following the closing of such Asset Sale, and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 150.0 million and 5(y) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this Section 4.06(a) and for no other purpose. (b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at the Company’s option, may apply the Net Proceeds from such Asset Sale, (i) to the extent such Net Proceeds represent proceeds from an Asset Sale of PP&E Collateral, (a) repay, prepay, defease, redeem, purchase or otherwise retire PP&E First Lien Obligations (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto) or (b) make an investment in (i) any one or more businesses primarily engaged in a Similar Business; provided that such investment in any business is in the form of (x) a merger with the Company or any Restricted Subsidiary, (y) the acquisition of Capital Stock that results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary or (z) the acquisition of Capital Stock or other assets of such business, (ii) properties, (iii) capital expenditures and (iv) the acquisition of Capital Stock or other assets, that in each of (i), shall(ii), (iii) or (iv), are used or useful in a Similar Business or replace the businesses, properties and assets that are subject of such Asset Sale; or (ii) to the extent that such Net Proceeds do not represent proceeds from an Asset Sale of PP&E Collateral, (a) repay, prepay, defease, redeem, purchase otherwise retire Borrowing Base Priority Obligations or the Indebtedness of a Restricted Subsidiary that is not a Guarantor or (b) repay, prepay, defease, redeem, purchase or otherwise retire Indebtedness of the Company or any Guarantor that is not subordinated in right of payment to the Notes or the Guarantees, in each case owing to a person other than the Company or any Affiliate of the Company; provided that, with respect to this clause (b), the Company shall equally and ratably prepay, repay, redeem, reduce or purchase (or offer to prepay, repay, redeem, reduce or purchase, as applicable) Obligations under the Notes (and may elect to reduce other PP&E First Lien Obligations or Borrowing Base Priority Obligations) on a pro rata basis; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 3.01 through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts to, but not including, the date of redemption) or by an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest and Additional Amounts, if any, to, but not including, the date of redemption, on the amount of Notes that would otherwise be prepaid; or (iii) to the extent that such Net Proceeds do not represent proceeds from an Asset Sale of PP&E Collateral, to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or other assets that are the subject of such Asset Sale; or (iv) any combination of the foregoing; provided that, in the case of clauses (i)(b) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds (as defined below). Notwithstanding the foregoing, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) are prohibited or delayed by applicable local law from being repatriated to the United States, the amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law to permit such repatriation), and if such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be repatriated will be applied (whether or not repatriation actually occurs) in compliance with this covenant (net of any additional taxes that are or would be payable or reserved against as a result thereof) and (ii) to the extent that the Company has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition could have a material adverse tax consequence (which for the avoidance of doubt, includes, but is not limited to, any purchase whereby doing so the Issuer, any Restricted Subsidiary or any of their Affiliates and/or equity partners would incur a material tax liability, including a material tax dividend, material deemed dividend pursuant to Code Section 956 or material withholding tax), the amount equal to the Net Proceeds so affected will not be required to be applied in compliance with this covenant. For the avoidance of doubt, to the extent this covenant relates to Net Proceeds realized by any Excluded Subsidiary, this covenant shall be an obligation of the Company (and not such Excluded Subsidiary) to make a payment or an offer to purchase, in each case, measured by the amount of such Net Proceeds and nothing in Section 4.06 shall be construed as an obligation of any Excluded Subsidiary to make a payment or repatriate any Net Proceeds (or to effect an offer to purchase) or an obligation of the Company or any Guarantor to cause an Excluded Subsidiary to make a payment or repatriate Net Proceeds (or effect an offer to purchase). Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuers shall make an offer to all Holders of Notes (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes that is at least €100,000 and an integral multiple of €1,000 in excess thereof 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 Additional Amounts, if any, to, but not including, the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $60.0 million by sending the notice required pursuant to the terms of this provision Indenture, with a copy to the Trustee and Paying Agent, or otherwise in accordance with the procedures of Euroclear and Clearstream or the relevant clearing system. 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 purposes general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Issuers or the Registrar shall select the Notes to be purchased in the manner described in Section 3.04. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Pending the final application of any Net Proceeds pursuant to this Section 4.06, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 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 or regulations are applicable in connection with the repurchase of the second paragraph Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10; andIndenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless unless: (i1) the Company Company, or the applicable 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 Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of of; and (as determined in good faith by the Company); 2) [Reserved]; (ii3) at least 75% of the consideration received in such Asset Sale by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this clause (3), each of the amount offollowing shall be deemed to be cash: (a) any liabilities (Indebtedness or other liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and Indebtedness that are by their terms subordinated to the Notes) Notes or any Subsidiary Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company), that are (i) 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 assets pursuant to a written agreement that are converted by releases the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof from further liability with respect to such Indebtedness or liabilities or (to the extent of the cash received); and ii) are otherwise discharged or forgiven by such transferee; (cb) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cb) after December 14, 2010 that is at that time outstandingsince the Issue Date, not to exceed the greater of $150 million and 5% of Total the Company’s Consolidated Net Tangible Assets (determined at the time of contractual agreement to the receipt of such Designated Non-cash Consideration (relevant Asset Sale), with the fair market value of each item of Designated Non-cash Consideration being measured at the time received of contractual agreement to the relevant Asset Sale and without giving effect to subsequent changes in value); and (c) any securities, shallnotes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days of the applicable Asset Sale by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in such conversion. (b) [Reserved]. (c) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option: (1) to permanently repay or reduce (A) Indebtedness, other than Subordinated Indebtedness, of the Company or a Subsidiary Guarantor secured by such assets, (B) Indebtedness of the Company or a Subsidiary Guarantor under Credit Facilities or other Indebtedness of the Company that is by its terms pari passu with the Notes or (C) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, and, in each case, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire, or enter into a binding agreement to acquire, all or substantially all of the assets (other than cash, Cash Equivalents and securities) of any Person engaged in a Permitted Business; provided, however, that any such commitment shall be subject only to customary conditions (other than financing), and such acquisition shall be consummated no later than 180 days after the end of such 360-day period; (3) to acquire, or enter into a binding agreement to acquire, Voting Stock of a Person engaged in a Permitted Business from a Person that is not an Affiliate of the Company; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of such 360-day period; and provided, further, however, that (a)) after giving effect thereto, the Person so acquired becomes a Restricted Subsidiary and (b) such acquisition is otherwise made in accordance with this Indenture, including, without limitation, Section 4.10 hereof; or (4) to acquire, or enter into a binding agreement to acquire, other long term assets (other than securities) that are used or useful in a Permitted Business; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of such 360 day period. 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. (d) Any Net Proceeds from Asset Sales that are not applied, invested or segregated from the general funds of the Company for investment in identified assets pursuant to a binding agreement, in each case as provided in paragraph (c) aboveabove shall constitute Excess Proceeds; provided, however, that the amount of any Net Proceeds that ceases to be so segregated as contemplated in paragraph (c) above shall also constitute “Excess Proceeds” at the time any such Net Proceeds cease to be so segregated; provided further, however, that the amount of any Net Proceeds that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the receipt of such Net Proceeds shall also constitute “Excess Proceeds.” (e) When the aggregate amount of Excess Proceeds exceeds US$100.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes or any Subsidiary Guarantee 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 in accordance with the procedures set forth in Section 3.09 hereof. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount of the Notes and such other pari passu Indebtedness, plus accrued and unpaid interest to (but excluding) the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer and all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with such Asset Sale Offer and this Indenture, 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 exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis (subject to Notes being in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof) based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to be cash for have breached its obligations under the purposes Asset Sale provisions of this provision or for purposes Indenture by virtue of the second paragraph of this Section 4.10; andsuch conflict.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Company or the applicable 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 Company at the time of contractually agreeing to such Asset Sale (which determination shall be conclusive)) of the assets sold or otherwise disposed of or the Equity Interests issued; and (as determined in good faith by the Company); (ii2) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount offollowing shall be deemed to be cash for purposes of this provision and for no other purpose: (aA) any liabilities (as shown on reflected in the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretothereto or, or if incurred incurred, increased or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence incurrence, increase or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyCompany (which determination shall be conclusive)) of the Company or any such Restricted Subsidiary (other than Contingent Obligations and liabilities that are by their terms subordinated to the NotesNotes or the applicable Guarantee) that are assumed by the transferee of any such assets; assets pursuant to a written agreement that releases or indemnifies the Company or such Restricted Subsidiary from such liabilities or that are otherwise extinguished by the transferee in connection with such transaction; (bB) any securities, notes or other similar 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 within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); and ) within 180 days of the receipt thereof; (cC) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 50.0 million and 53.50% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (D) Capital Stock of a Person that is a Restricted Subsidiary or of a Person engaged in a Similar Business that shall become a Restricted Subsidiary immediately upon the acquisition thereof by the Company or any Restricted Subsidiary. (b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, shallthe Company or a Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale, (1) to permanently reduce Indebtedness as follows: (A) to permanently reduce Secured Indebtedness, including Indebtedness under the Senior Secured Credit Facilities, in each case, that is secured by a Lien that is permitted by this Indenture and (if applicable) to permanently reduce commitments with respect thereto; (B) to permanently reduce Obligations under other Senior Indebtedness of the Company or a Subsidiary Guarantor (and (if applicable) to permanently reduce commitments with respect thereto); provided that the Company shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Notes; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 3.08 or through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (C) to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Company or any Restricted Subsidiary; (2) to make (A) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other businesses, properties, noncurrent assets or intellectual property rights that, in the case of each of (aA), (bB) and (C), are used or useful in a Similar Business; or (3) to make an Investment in (A) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other businesses, properties, noncurrent assets or intellectual property rights that, in the case of each of (A), (B) and (C), replace the businesses, properties, assets or intellectual property rights that are the subject of such Asset Sale; provided that, in the case of clauses (2) and (3) of this Section 4.10(b), a binding commitment entered into not later than the end of such 365-day period shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that an amount equal to the Net Proceeds will be applied to satisfy such commitment within 180 days of the end of such 365-day period (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before an amount equal to the Net Proceeds is so applied, then the Company or such Restricted Subsidiary shall be permitted to apply an amount equal to the Net Proceeds in any manner set forth above before the expiration of such 180-day period and, in the event the Company or such Restricted Subsidiary fails to do so, then such Net Proceeds shall constitute Excess Proceeds. (c) above, Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million (the “Excess Proceeds Threshold”), the Company shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Senior Indebtedness that, in the case of Notes, is an integral multiple of $1,000 (but in minimum denominations of $2,000) that may be purchased with such Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the purposes closing of such offer, and in the case of any Senior Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, in each case in accordance with the procedures set forth in this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed the Excess Proceeds Threshold by delivering the notice required pursuant to the terms of this provision or Indenture, with a copy to the Trustee for purposes delivery to Holders. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 365-day period. Upon the completion of each Asset Sale Offer (including a voluntary Asset Sale Offer with respect to all Excess Proceeds even though less than the Excess Proceeds Threshold), the amount of Excess Proceeds shall be reset to zero. (d) To the extent that the aggregate principal amount of Notes and such Senior Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purposes not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes or Senior Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, such Notes or Senior Indebtedness, as the case may be, will be purchased on a pro rata basis based on the accreted value or principal amount of such Notes or Senior Indebtedness, as the case may be, tendered (and the Trustee or Registrar will select the tendered Notes of tendering holders on a pro rata basis, or such other basis in accordance with DTC procedures based on the amount of Notes tendered. (e) Pending the final application of any Net Proceeds, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (f) 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 provisions of this Section 4.10; andIndenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations set forth in this Indenture by virtue thereof. (g) The provisions under this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified, with respect to the Notes, with the written consent of the Holders of a majority in principal amount of the Notes then Outstanding.

Asset Sales. The Company (i) From and after the Effective Date, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless unless: (iA) the Company Borrower or the applicable such Restricted Subsidiary, as the case may be, receives consideration therefor at the time of such Asset Sale at least equal to the fair market value at the time of such Asset Sale of the property, assets or stock sold or otherwise disposed of (as determined in good faith by the CompanyBorrower’s Board of Directors); ; (iiB) at least 75% of the consideration received by the Company Borrower or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or cash, Cash EquivalentsEquivalents and/or Replacement Assets and is received at the time of such disposition; provided that that, for purposes of this clause (B), (x) the amount of: (a) of any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the NotesAdvances or any Guarantee of a Guarantor) that are assumed by the transferee of any such assets; , (by) the fair market value of any securities, notes securities or other obligations assets received by the Company Borrower or any such Restricted Subsidiary from in exchange for any such transferee assets that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 360 days of the receipt thereof (to the extent of the cash received); after such Asset Sale and (cz) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause subclause (cz) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 51.0% of Total Assets and $50,000,000 at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, case shall be deemed to be cash for the purposes of this provision; and (C) upon the consummation of an Asset Sale, prior to the Bridge Facility Maturity Date the Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either: (1) to permanently reduce Indebtedness under a Bank Facility (including, for the avoidance of doubt, prepayments of Bridge Advances pursuant to Section 2.05(d)) or to permanently repay any secured Indebtedness (other than Subordinated Indebtedness) of the Borrower or any Restricted Subsidiary or any Indebtedness of any Restricted Subsidiary that is not a Guarantor; (2) to make an investment in properties and assets (including Capital Stock) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Borrower and its Restricted Subsidiaries (or the Target and its Subsidiaries) as existing on the Effective Date or in businesses reasonably related thereto (“Replacement Assets”); (3) to repay other Pari Passu Indebtedness; provided that the Borrower shall also equally and ratably reduce Indebtedness under this Agreement by making an offer (in accordance with the procedures set forth below for a Net Proceeds Offer) to all Lenders to purchase the pro rata principal amount of Advances, in each case at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date; and/or (4) a combination of prepayment and investment permitted by the foregoing clauses (1) - (3); provided that, in the case of an investment in Replacement Assets pursuant to clause (2) or (4) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment and, in the event such binding commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are so applied, the Borrower or such Restricted Subsidiary enters into another binding commitment within 180 days of such cancellation or termination of the prior binding commitment. (ii) Following the Bridge Facility Maturity Date, pending the final application of such Net Cash Proceeds, the Borrower may temporarily reduce borrowings under the Existing Credit Agreement or any other revolving credit facility or otherwise invest the Net Cash Proceeds in any manner not prohibited by this Agreement. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (C)(1)-(4) of Section 5.02(e)(i) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds (rounded down to the nearest $1,000) that has not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (C)(1)-(4) of the preceding paragraph or the last provision of this paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Borrower or such Restricted Subsidiary to make an offer to repay (the “Net Proceeds Offer”) to all Lenders and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of Pari Passu Indebtedness, on a date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Lenders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, the maximum amount of Advances and Pari Passu Indebtedness equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Advances and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided that, if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary of the Borrower, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 5.02(e). (iii) The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $25,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $25,000,000, shall be applied as required pursuant to this Section 5.02(e)). (iv) In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.02(i) which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.02(e), and shall comply with the second paragraph provisions of this Section 4.10; and5.02(e) with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Borrower or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 5.02(e). (v) Each Net Proceeds Offer will be sent to the Lenders as shown on the Register within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Administrative Agent, and shall comply with the procedures set forth in this Agreement. Upon receiving notice of the Net Proceeds Offer, Lenders may elect to tender their Advances in whole or in part (in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof) in exchange for cash. To the extent Lenders properly tender Advances and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Advances and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amount of Advances and Pari Passu Indebtedness tendered (and the Administrative Agent shall arrange for the prepayment of the tendered Advances of tendering Lenders on a pro rata basis based on the amount of Advances and Pari Passu Indebtedness tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer or shorter period as may be required or permitted, respectively, by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Borrower may use those Net Cash Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless (except with respect to an Event of Loss) unless: (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 Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: (a1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Notes Guarantee thereof) that are assumed by the transferee of any such assets; assets and with respect to which the Company or such Restricted Subsidiary is unconditionally released from further liability; (b2) (A) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 90 days by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash received); or Cash Equivalents received in that conversion) and (cB) any Designated Non-cash Consideration received accounts receivable of a business retained by the Company or any of its Restricted Subsidiaries Subsidiaries, as the case may be, following the sale of such business that (i) are not past due more than 30 days and (ii) do not have a payment date greater than 90 days from the date of the invoices creating such accounts receivable; and (3) any Designated Non-Cash Consideration received by the Company or any such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 Sale; provided that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Cash Consideration, the aggregate Fair Market Value of all Designated Non-Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, less the amount of Net Proceeds previously realized in each cash or Cash Equivalents from the sale of previously received Designated Non-Cash Consideration is less than the greater of (a), (bi) $2.5 million and (cii) above0.5% of Consolidated Tangible Assets, will be deemed to be cash for the purposes of this provision Section 5.10. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale by the Company or for purposes a Restricted Subsidiary of the second Company, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (i) to permanently reduce Indebtedness under the Credit Facilities (and to correspondingly reduce commitments with respect thereto); (ii) with respect to Asset Sales of assets of a Restricted Subsidiary of the Company that is not a Guarantor, to permanently reduce Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (and to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Company or another Subsidiary of the Company; (iii) to the extent the Asset Sale constituted the sale of consumer loans, or other loans generated through the conduct of Similar Businesses, to the making of advances and the extension of credit to customers in the ordinary course of business consistent with past practice that are either (A) recorded as accounts receivable or consumer loans on the consolidated balance sheet of the Company or (B) consumer loans the making of which are facilitated by the Company or a Restricted Subsidiary acting as a credit services organization or similar services provider in an amount no greater than the cash used to cash collateralize or repurchase such loans; and/or (iv) to the making of a capital expenditure or the acquisition of a controlling interest in another business or other assets, in each case, that are used or useful in a Similar Business or that replace the assets that are the subject of such Asset Sale. (c) Pending the final application of any such Net Proceeds, the Company or a Restricted Subsidiary of the Company may temporarily reduce Indebtedness under the Credit Facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested (by election or as a result of the passage of time) as provided in the first sentence of the preceding 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 (an “Asset Sale Offer”) to all holders of Notes and all holders of Pari Passu Indebtedness evidenced or governed by Pari Passu Payment Lien Documents containing provisions similar to those set forth in this Indenture to purchase from such holders on a ratable basis the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price for such Asset Sale Offer shall be an amount in cash equal to 100% of the principal amount of the Notes and such Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of the Excess Proceeds, the Trustee will select the Notes and the applicable agent or representative of the holders of such Pari Passu Indebtedness or the Company will select such Pari Passu Indebtedness to be purchased on a pro rata basis based upon the principal amount of Notes tendered and the principal amount or accreted value, as applicable, of such Pari Passu Indebtedness tendered (subject to adjustments so that no Notes in an unauthorized denomination are repurchased in part). Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and may not be reissued. (e) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture (including Section 4.10; and3.09), the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations.

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Borrower or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the NotesLoans) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations or other securities or assets received by the Company Borrower or any such Restricted Subsidiary of the Borrower from such transferee that are converted by the Company Borrower or such Restricted Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received); and , and (ciii) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 55.0% of Total Assets of the Borrower at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 10.4(a). (b) Within 365 days after the Borrower’s or for purposes any Restricted Subsidiary of the second paragraph Borrower’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may apply the Net Proceeds from such Asset Sale together with any Event of Loss Proceeds, at its option: (i) to permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Borrower or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness), the Borrower shall equally and ratably reduce Obligations under this Agreement if the Loans are then prepayable or, if the Loans may not then be prepaid, by making an offer (in accordance with the procedures set forth below for an Excess Proceeds Offer) to all Lenders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Loans that would otherwise be prepaid) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower, (ii) to an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; provided that in the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Borrower or such Restricted Subsidiary enters into another binding commitment within nine months of such cancellation or termination of the prior binding commitment. Pending the final application of any such Net Proceeds (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the time period set forth in the first sentence of this Section 4.10; 10.4(b) (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to prepay the Loans, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall make a Prepayment Offer and, at the option of the Borrower pursuant to Section 5.2, any holders of Pari Passu Indebtedness, and in accordance with this Section 10.4. Upon completion of any such Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) 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 sold or otherwise disposed of Issuer (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such ) receives consideration at the time of the Asset Sale shall be at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Marketable Securities. For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuer or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the transferee of any such assets; assets and, as a result of which, the Issuer or such Restricted Subsidiary is released from further liability; (bB) any securities, notes or notes, other obligations or assets received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (thereof, to the extent of the cash received); and or Cash Equivalents received in that conversion; (cC) any Designated Non-cash Consideration received by the Company Issuer or any of its Restricted Subsidiaries in such Asset Sale having an Sale; provided that the aggregate fair market valueFair Market Value of such Designated Non-cash Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that less the amount of Net Proceeds previously realized in cash from prior Designated Non-cash Consideration is at that time outstanding, not to exceed less than the greater of $150 million and 5(x) 7.5% of Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and (y) $750 million; and (D) any Capital Stock or assets of the kind referred to in clause (2) or (4) of the next paragraph of this Section 4.08. Within 450 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may: (a) apply such Net Proceeds, at its option: (1) to repay (w) Indebtedness and other Obligations under a Credit Facility, (x) any Indebtedness that is not Other Second-Lien Obligations that was secured by the assets sold in such Asset Sale, (y) other pari passu Indebtedness (provided that the Issuer shall also equally and ratably reduce Indebtedness under the Notes by making an offer, in accordance with the procedures set forth below for an Asset Sale, to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the pro rata principal amount of Notes), shallor (z) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided that if such Net Cash Proceeds are received in respect of Collateral, such assets or Capital Stock acquired shall be pledged as Collateral if they secure First Priority Lien Obligations; (3) to make a capital expenditure; provided that if such Net Cash Proceeds are received in respect of Collateral, such assets subject to such capital expenditure shall be pledged as Collateral if they secure First Priority Lien Obligations; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that if such Net Cash Proceeds are received in respect of Collateral, such assets acquired shall be pledged as Collateral if they secure First Priority Lien Obligations; or (b) enter into a binding commitment to apply the Net Proceeds pursuant to clauses (a) (2), (b3) and or (c4) above, provided that such binding commitment shall be deemed to be cash for treated as a permitted application of the purposes Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 450-day period. Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this provision Indenture. Any Net Proceeds from Asset Sales that are not applied or for purposes of invested as provided in the second paragraph of this Section 4.104.08 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $750 million, within ten (10) Business Days thereof, the Issuer will make an offer to all holders of Notes (an “Asset Sale Offer”) 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 to, but excluding, the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Issuer will select or arrange for the selection of 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 reset at zero. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent 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 of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance. Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.08. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with this Section 4.08. Holders electing to have a Note purchased shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); andprovided that no Notes of less than a minimum of $2,000 or less shall be purchased in part or remain outstanding in part. Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that is to be purchased.

Asset Sales. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company Borrower or the applicable such 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, as of the time of contractually agreeing to such Asset Sale, in good faith by senior management or the Board of Directors of the Borrower, whose determination shall be conclusive, provided that in the case of any Asset Sale involving consideration in excess of $75.0 million, such determination shall be made by the Board of Directors of the Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . (b) For purposes of Section 7.03(a)(ii), the amount of: of (ai) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on such balance sheet or in the Company’s or such Restricted Subsidiary’s balance or the footnotes notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the NotesRevolving Facility Obligations) that are assumed by the transferee of any such assets; assets (bor are otherwise extinguished in connection with the transactions relating to such Asset Sale), if such liabilities are not Indebtedness, or the Borrower or such Restricted Subsidiary has been released from all liability on payment of the principal amount of such liabilities in connection with such Asset Sale, (ii) any securities, notes or other obligations received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); ) within 180 days following the closing of such Asset Sale and (ciii) any Designated Non-cash Cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Board of Directors of the Borrower), taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 150.0 million and 520.0% of Total Assets EBITDA at the time of the receipt of such Designated Non-cash Cash Consideration (with the fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or Section 7.03 and for purposes of the second paragraph of this Section 4.10; andno other purpose.

Asset Sales. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (i1) the Company Holdings or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; and (2) except in the case of (as determined in good faith by the Company); (ii) a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Holdings or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date ) of such balance sheet, such liabilities that would have been shown on the Company’s Holdings or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; assets and for which Holdings and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (b) any securities, notes or other obligations securities received by the Company Holdings or any such Restricted Subsidiary from such transferee that are converted by the Company Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 120 days following the closing of such Asset Sale, and (c) any Designated Non-cash Consideration received by the Company Holdings or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 52.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose. (b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (a) Obligations under the Senior Credit Facilities; and to correspondingly reduce commitments with respect thereto; (b) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (c) Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto), shallprovided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof or reduce such Obligations through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Holdings or another Restricted Subsidiary; (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Holdings or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or (3) to make an investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Holdings or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Holdings, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is at least $1.00 or an integral multiple of $1.00 thereafter, 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, if any, to the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $35.0 million by mailing the notice required pursuant to the terms of this provision Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or for purposes the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the second paragraph Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. The Company (a) MHGE Holdings shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company MHGE Holdings or the applicable any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by MHGE Holdings) of the assets sold or otherwise disposed of of, and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company MHGE Holdings or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the Company’s MHGE Holdings’ or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company MHGE Holdings or any such a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or any Guarantee) that are assumed by the transferee of any such assets; assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (bii) any securities, notes or other obligations or other securities or assets received by the Company MHGE Holdings or any such Restricted Subsidiary from such transferee that are converted by the Company MHGE Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); , (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that MHGE Holdings and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (civ) consideration consisting of Indebtedness of MHGE Holdings (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not MHGE Holdings or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Company MHGE Holdings or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by MHGE Holdings), taken together with all other Designated Non-cash Consideration received pursuant to this clause (cSection 4.06(a)(v) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 100.0 million and 54.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.06(a). (b) Within 365 days after MHGE Holdings’ or for purposes any Restricted Subsidiary’s receipt of the second paragraph Net Proceeds of any Asset Sale, MHGE Holdings or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting First-Priority Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, and, if MHGE Holdings shall so reduce First-Priority Obligations, the Issuers will equally and ratably reduce Notes Obligations in any manner set forth in clause (D) below), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness other than First-Priority Obligations so long as the Net Proceeds are with respect to assets not constituting Collateral (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Pari Passu Indebtedness under this clause (D), the Issuers will equally and ratably reduce Notes Obligations pursuant to Section 3.01, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of Notes, in each case other than Indebtedness owed to MHGE Holdings or an Affiliate of MHGE Holdings; and (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of MHGE Holdings), assets, or property or capital expenditures, in each case (A) used or useful in a Similar Business or (B) that replace the properties and assets that are the subject of such Asset Sale; In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 18-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless MHGE Holdings or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that MHGE Holdings or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds. Pending the final application of any such Net Proceeds, MHGE Holdings or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.104.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, to holders of any other First-Priority Obligations or, if the Asset Sale is not with respect to Collateral, other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such First-Priority Obligations or other Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof 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 (or, in the event the Notes or such First-Priority Obligations or other Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such First-Priority Obligations or other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such First-Priority Obligations or other Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $50.0 million by mailing, or delivered electronically if held by the Depository, the notice required pursuant to the terms of Sections 3.05 and 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such First-Priority Obligations or other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such First-Priority Obligations or other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Issuers of the aggregate principal amount to be selected, shall select the Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations 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 provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, MHGE Holdings shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a paying agent (or, if Parent or a Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by MHGE Holdings and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuers to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and such First-Priority Obligations or other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis to the extent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); andprovided that no Notes of $2,000 or less shall be purchased in part. Selection of such First-Priority Obligations or other Pari Passu Indebtedness shall be made pursuant to the terms of such First-Priority Obligations or other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuers by first class mail, postage prepaid, or delivered electronically if held by the Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (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 sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: : (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and,

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate Consummate an Asset Sale unless Sale, unless: (ia) the Company Borrower or the applicable Restricted any 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 CompanyBorrower as of the time of contractually agreeing to such Asset Sale); and (iib) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Borrower or the Restricted such Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash EquivalentsPermitted Investments; provided that the amount of: (ai) any liabilities (as shown reflected on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s Borrower or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company Borrower or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated to the Notes) Loans, that are assumed by the transferee of any such assets; assets and for which the Borrower and all of its Subsidiaries have been validly released by all creditors in writing, (bii) any securities, notes or other obligations securities received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (ciii) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries such Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 510.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose, shall be deemed to be cash for purposes of this provision and for no other purpose. Within 365 days after the receipt of any Asset Sale Proceeds of any Asset Sale, the Borrower or such Subsidiary, at its option, may apply the Required Percentage of such Asset Sale Proceeds from such Asset Sale, (a) to permanently reduce: (i) Obligations under the Loan Documents, and to correspondingly reduce commitments with respect thereto; (ii) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by the Loan Documents, and to correspondingly reduce commitments with respect thereto; (iii) Indebtedness of a Subsidiary that is not a Loan Party, other than Indebtedness owed to the Borrower or another Subsidiary; or (iv) to the extent permitted pursuant to Section 6.09(b), shallObligations under Permitted Junior Debt; (b) to make (i) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Equity Interests and results in the Borrower or another of its Subsidiaries, as the case may be, owning an amount of the Equity Interests of such business such that it constitutes a Subsidiary, (ii) capital expenditures or (iii) acquisitions of other assets, in each of the preceding clauses (i), (ii) and (iii), engaged in or used or useful in, as applicable, a business permitted under Section 6.08, (c) to make an investment in (i) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Equity Interests and results in the Borrower or another of its Subsidiaries, as the case may be, owning an amount of the Equity Interests of such business such that it constitutes a Subsidiary, (ii) properties or (iii) acquisitions of other assets that, in each of the preceding clauses (i), (ii) and (iii), replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (d) any combination of clauses (a), (b) and (c) above; provided that, in the case of clauses (b) and (c) above, a binding commitment shall be treated as a permitted application of the Asset Sale Proceeds from the date of such commitment so long as the Borrower or such Subsidiary enters into such commitment with the good faith expectation that such Asset Sale Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Asset Sale Proceeds are applied in connection therewith, the Borrower or such Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Asset Sale Proceeds are applied, then such Asset Sale Proceeds shall constitute Excess Proceeds. Any Asset Sale Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, all such Excess Proceeds shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and“Prepayment Excess Proceeds.”

Asset Sales. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) 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 sold or otherwise disposed of Issuer (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such ) receives consideration at the time of the Asset Sale shall be at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Marketable Securities. For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuer or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the transferee of any such assets; assets and, as a result of which, the Issuer or such Restricted Subsidiary is released from further liability; (bB) any securities, notes or notes, other obligations or assets received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (thereof, to the extent of the cash received); and or Cash Equivalents received in that conversion; (cC) any Designated Non-cash Consideration received by the Company Issuer or any of its Restricted Subsidiaries in such Asset Sale having an Sale; provided that the aggregate fair market valueFair Market Value of such Designated Non-cash Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that less the amount of Net Proceeds previously realized in cash from prior Designated Non-cash Consideration is at that time outstanding, not to exceed less than the greater of $150 million and 5(x) 7.5% of Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and (y) $750 million; and (D) any Capital Stock or assets of the kind referred to in clause (2) or (4) of the next paragraph of this Section 4.08. Within 450 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may: (a) apply such Net Proceeds, at its option: (1) to repay (w) Indebtedness and other Obligations under a Credit Facility, (x) any Indebtedness that was secured by the assets sold in such Asset Sale, (y) other pari passu Indebtedness (provided that the Issuer shall also equally and ratably reduce Indebtedness under the Notes by making an offer, in accordance with the procedures set forth below for an Asset Sale, to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the pro rata principal amount of Notes), shallor (z) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; (3) to make a capital expenditure; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (b) enter into a binding commitment to apply the Net Proceeds pursuant to clauses (a) (2), (b3) and or (c4) above, provided that such binding commitment shall be deemed to be cash for treated as a permitted application of the purposes Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 450-day period. Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this provision Indenture. Any Net Proceeds from Asset Sales that are not applied or for purposes of invested as provided in the second paragraph of this Section 4.104.08 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $750 million, within ten (10) Business Days thereof, the Issuer will make an offer to all holders of Notes (an “Asset Sale Offer”) 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 to, but excluding, the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes 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. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent 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 of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance. Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.08. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with this Section 4.08. Holders electing to have a Note purchased shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); andprovided that no Notes of $1,000 or less shall be purchased in part. Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that is to be purchased. A new Note in principal amount equal to the unpurchased portion of any Note purchased in part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased.

Asset Sales. The Company (a) Holdings shall not, and shall not permit any Restricted Subsidiary to, cause or make an Asset Sale, unless (x) Holdings or any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (if the consideration for such Asset Sale is less than or equal to $25.0 million, as determined in good faith by Holdings or if the consideration for such Asset Sale exceeds $25.0 million, as determined by an Independent Financial Advisor) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company Holdings or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the Company’s Holdings’ or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Holdings or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (bii) any securities, notes or other obligations or other securities or assets received by the Company Holdings or any such Restricted Subsidiary from such transferee that are converted by the Company Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); , (iii) with respect to any Asset Sale of Oil and Gas Properties by Holdings or any Restricted Subsidiary, the costs and expenses related to the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (cor an Affiliate thereof), (iv) [reserved], (v) [reserved], and (vi) any Designated Non-cash Consideration received by the Company Holdings or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by Holdings), taken together with all other Designated Non-cash Consideration received pursuant to this clause (cvi) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 25.0 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.06. (b) Within 365 days of an Issuer’s or for purposes any Restricted Subsidiary’s receipt of the second paragraph Net Proceeds of any Asset Sale, the Issuers or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (v) Indebtedness constituting First-Priority Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (w) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (provided that the assets disposed of in such Asset Sale were not assets of an Issuer or a Subsidiary Guarantor), (x) Obligations under the Notes, (D) other Pari Passu Indebtedness so long as the Net Proceeds from such Asset Sale are with respect to (A) assets that secure such other Pari Passu Indebtedness on a senior basis to the Notes Obligations or (B) assets not constituting Collateral) or (z) Other Second-Lien Obligations (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Other Second-Lien Obligations under this clause (z) (which for the avoidance of doubt will not constitute Indebtedness under clauses (v), (w), (x) or (y), the Issuers will equally and ratably reduce Obligations under the Notes pursuant to Section 3.01, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of Notes, in each case other than Indebtedness owed to Holdings or an Affiliate of Holdings; Table of Contents (ii) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of Holdings), assets, or property or capital expenditures, in each case (x) used or useful in a Similar Business or (y) that replace the properties and assets that are the subject of such Asset Sale; provided that if the assets that were disposed of in the Asset Sale constituted Collateral, the assets acquired must also be Collateral; or (iii) to invest in Additional Assets; provided that if the assets that were disposed of in the Asset Sale constituted Collateral, the Additional Assets must also be Collateral. (c) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.104.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, to holders of any Other Second-Lien Obligations) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Other Second-Lien Obligations), that is at least $2,000 and an integral multiple of $1,000 in excess thereof 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 (or, in the event the Notes or such Other Second-Lien Obligations was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Other Second-Lien Obligations, such lesser price, if any, as may be provided for by the terms of such Other Second-Lien Obligations), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $20,000,000 million by mailing the notice required pursuant to the terms of Sections 3.05 and 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such Other Second Lien Obligations) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Other Second Lien-Obligations) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) Pending the final application of any such Net Proceeds pursuant to this Section 4.06, Holdings or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations 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 provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (f) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, Holdings shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a paying agent (or, if an Issuer or a Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by Holdings and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or the Table of Contents Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuers to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (g) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); andprovided that no Notes of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness.

Asset Sales. The Company shall notIn addition to any other mandatory prepayments and offers of prepayments pursuant to this Section 5.01, and shall not permit on each date after the Funding Date upon which Holdings or any of its Restricted Subsidiaries toreceives any cash proceeds from any Asset Sale, consummate other than an Excluded Asset Disposition, an amount equal to the Note Facility Mandatory Prepayment Amount of 100% of the Net Sale Proceeds therefrom (1) automatically applied as a mandatory prepayment in accordance with the requirements of Section 5.01(j) if a Mandatory Payment Condition is in effect, and (2) otherwise offered to the Holders for prepayment of the Senior Notes if a Mandatory Payment Condition is not in effect, and if such offer is accepted in accordance with Section 5.01(i) below, such amount shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.01(j); provided, however, that if such proceeds do not include proceeds of any Disposition of any Xxxxxxx Vessel or Fishing Rights appurtenant thereto, and if (x) there exists an Interest Deferral Period, but no Default or Event of Default then exists and the gross proceeds of such Asset Sales do not exceed in the aggregate (including amounts incurred under clause (y) hereof but excluding any amounts incurred under clause (z) of this subsection) for any fiscal year $5,000,000, or (y) no Interest Deferral Period, Default or Event of Default is then in effect and such gross proceeds do not in the aggregate exceed (including amounts incurred under clause (x) hereof but excluding any amounts incurred under clause (z) of this subsection) $20,000,000 in respect of all amounts occurring during any fiscal year, or (z) no Default or Event of Default then exists and such proceeds are received from a Sale-Leaseback Transaction and do not exceed the Sale Leaseback Limit; then such Net Sale Proceeds shall not be required to be so applied to the extent that the Company has delivered to the Holders a Notice of Asset Sale unless stating that such Net Sale Proceeds shall be used to acquire productive tangible assets (ior Fishing Rights) of comparable monetary value to be engaged in the Business within 270 days following the date of the receipt of such Net Sale Proceeds (which Notice shall set forth the estimates of the Net Sale Proceeds to be so expended), and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 270 days after the date of the receipt of such Net Sale Proceeds (or such earlier date, if any, as the Company or the applicable Restricted Subsidiaryrelevant Subsidiary determines not to reinvest the Net Sale Proceeds as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 5.01(c) without regard to the preceding proviso. All replacement assets shall, receives consideration at in accordance with Section 8.12, promptly become subject to the time of perfected, first priority Senior Creditor Liens, to the extent the assets subject to such Asset Sale at least equal were required pursuant to the fair market value terms of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed Senior Note Documents to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; andsubject to such Liens.

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Borrower or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the NotesLoans) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations or other securities or assets received by the Company Borrower or any such Restricted Subsidiary of the Borrower from such transferee that are converted by the Company Borrower or such Restricted Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received); and , and (ciii) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 56.25% of Total Assets of the Borrower at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 10.4(a). (b) Within 485 days after the Borrower’s or for purposes any Restricted Subsidiary of the second paragraph Borrower’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may apply the Net Proceeds from such Asset Sale together with any Event of Loss Proceeds, at its option: (i) to permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Borrower or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness and other than Pari Passu Indebtedness that is Indebtedness represented by the Borrower’s guarantee of Indebtedness of any Restricted Subsidiary of the Borrower), the Borrower shall equally and ratably reduce Obligations under this Agreement if the Loans are then prepayable or, if the Loans may not then be prepaid, by making an offer (in accordance with the procedures set forth below for an Excess Proceeds Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of Loans that would otherwise be prepaid) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower; provided that if an offer to purchase any Indebtedness of any of the Borrower or its Restricted Subsidiaries is made in accordance with the terms of such Indebtedness, the obligation to permanently reduce Indebtedness of the Borrower or a Restricted Subsidiary, as the case may be, will be deemed to be satisfied to the extent of the amount of the offer, whether or not accepted by the holders thereof, and no Net Proceeds in the amount of such offer will be deemed to exist following such offer, (ii) to an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; provided that in the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Borrower or such Restricted Subsidiary enters into another binding commitment within nine months of such cancellation or termination of the prior binding commitment. Pending the final application of any such Net Proceeds (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the time period set forth in the first sentence of this Section 4.10; and10.4(b) (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to prepay the Loans, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $55.0 million, the Borrower shall make a Prepayment Offer pursuant to Section 5.2 and in accordance with this Section 10.4. Upon completion of any such Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (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 sold or otherwise disposed of (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: : (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; 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 545 days of receipt thereof either (A) to prepay any Senior Debt or Indebtedness of a Restricted Subsidiary that is neither the Issuer nor a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary, by the end of such 545-day period, has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets, and such investment is consummated within 120 days from the date on which such binding agreement is entered into, and, with respect to the amount of such investment, the reference to the 546th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 546th day)) or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 546th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest thereon and Additional Amounts, if any, to the date of purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt); provided, however, that if at any time any non-cash consideration (including any Designated Non-cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder, and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $40.0 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 to at least $40.0 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 $40.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraph to the extent that: (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company); provided that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities 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 Cash Proceeds subject to the provisions of the preceding paragraph. Notice of each Net Proceeds Offer will be sent to DTC, in the case of Global Notes, or mailed to the record Holders as shown on the register of Holders, in the case of certificated notes, within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes and other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Issuer and 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 a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer and the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Asset Sales. The Company shall notwill not consummate, and shall will not permit any of its Restricted Subsidiaries toto consummate, consummate an Asset Sale unless unless: (i1) the Company or the applicable any of its Restricted Subsidiary, as the case may be, Subsidiaries receives consideration at the time of such the Asset Sale at least equal to the fair market value (to be determined on the date of contractual agreement to such Asset Sale by the parties thereto) of the assets or Equity Interests issued or sold or otherwise disposed of of; and (as determined in good faith by the Company); (ii2) at least 75% of the aggregate consideration received by the Company or and its Restricted Subsidiaries in the Restricted Subsidiary, as the case may be, from such Asset Sale shall be and all other Asset Sales, on a cumulative basis, since May 23, 2017 is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (aA) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantees) that are assumed by the transferee of any such assets; assets pursuant to a novation agreement that releases the Company or such Restricted Subsidiary from further liability; (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from in such transferee transaction that are within 180 days after the Asset Sale (subject to ordinary settlement periods), converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (or Cash Equivalents, to the extent of the cash received); and or Cash Equivalents received in that conversion; (cC) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an Sale; provided that the aggregate fair market valuevalue of such Designated Non-cash Consideration, taken together with the fair market value at the time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that less the amount of Net Proceeds previously realized in cash or Cash Equivalents from prior Designated Non-cash Consideration is at that time outstanding, not to exceed less than the greater of $150 million and 5(x) 5.0% of Total Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)) and (y) $50.0 million; and (D) any Capital Stock, shallassets, property or capital or other expenditure of the kind referred to in each of clauses (a2), (b3) or (4) of the next paragraph. Within 365 days after the receipt of any Net Proceeds from an Asset Sale the Company or any of its Restricted Subsidiaries may apply such Net Proceeds (or enter into a definitive agreement for such application within such 365-day period, provided that such application occurs within 180 days after the end of such 365-day period): (1) to repay, repurchase, redeem or defease any Senior Indebtedness of the Company or its Restricted Subsidiaries (or to make an offer to repay, repurchase, redeem or defease any such Indebtedness; provided that such repayment, repurchase, redemption or defeasance or offer for repayment, repurchase, redemption or defeasance closes within 45 days after the end of such 365-day period); (2) to acquire all or substantially all of the properties or assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure in a Permitted Business; (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (c5) aboveany combination of the foregoing. Pending the final application of any Net Proceeds, be deemed to be cash for the purposes of Company or any Restricted Subsidiary may invest the Net Proceeds in any manner that is not prohibited by this provision Indenture. Any Net Proceeds from Asset Sales that are not applied or for purposes of invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million (or at an earlier time, at the option of the Issuers), within ten days thereof, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets, to purchase or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased or redeemed 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, if any, thereon to the date of purchase or redemption, subject to the right of Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the purchase or redemption date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, then Notes will be purchased on a pro rata basis (or, in the case of Global Notes, the Notes represented thereby will be purchased in accordance with DTC’s prescribed method), based on the amounts tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. In making an Asset Sale Offer, the Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10; and, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless unless: (i1) the Company Issuer (or the applicable or such 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 of the assets sold or otherwise disposed of (as determined in good faith by the Company)Issuer) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Company Issuer, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . (b) For purposes of clause (2) above and for no other purpose, the amount of: of (ai) any liabilities (as shown on the CompanyParent Guarantor’s, the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, notes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the CompanyParent Guarantor’s, the Issuer’s or such Restricted Subsidiary’s most recent internal balance sheet or in the footnotes notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company Issuer or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or the Guarantees) that are assumed by the transferee of any such assets; , (bor are otherwise extinguished in connection with the transactions relating to such Asset Sale) (ii) any securities, notes or other obligations securities received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale, (iii) the fair market value (as determined in good faith by the Issuer) of (A) any assets (other than securities) received by the Issuer or any Restricted Subsidiary to be used by it in a Permitted Business, (B) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or any Restricted Subsidiary or (C) a combination of (A) and (cB), and (iv) any Designated Non-cash Consideration received by the Company Issuer or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (civ) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 55.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)) shall be deemed to be cash. (c) Within 450 days after the receipt of any Net Proceeds from an Asset Sale, shallthe Issuer (or any Restricted Subsidiary) may apply an amount equal to such Net Proceeds at its option to: (1) permanently reduce (including, without limitation, by way of redemption, purchase, defeasing or other discharge) Obligations under Indebtedness of the Issuer or a Guarantor that ranks pari passu with the Notes (and if the Obligations relate to revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or a Subsidiary of the Issuer; (2) make an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (aA), (bB) and (cC), used or useful in a Permitted Business; and/or (3) abovemake an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale. (d) Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within 450 days from the date of the receipt of such Net Proceeds shall constitute “Excess Proceeds,” provided that if during such 450-day period the Issuer or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of the immediately preceding paragraph after such 450th day, such 450-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later canceled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancelation or termination; provided, further, that if any Second Commitment is later canceled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (e) When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer or the applicable Restricted Subsidiary will make an Asset Sale Offer to all Holders and, at the option of the Issuer, Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Indenture with respect to mandatory prepayments, redemptions or offers to purchase with the proceeds of sales of assets in accordance with Section 3.3 hereof, to purchase, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof 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, but excluding the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50.0 million in accordance with the requirements of Section 3.3 hereof. (f) Pending the final application of any Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (g) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Additionally, the Issuer may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed Excess Proceeds. (h) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent 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 provisions of this Section 4.9 or Section 3.3 hereof, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of have breached its obligations under this Section 4.10; and4.9 or Section 3.3 hereof by virtue of such conflict.

Asset Sales. The Company Parent, Holdings, and the Borrowers shall not, and nor shall not they permit any other Restricted Subsidiary to, directly or indirectly cause or make an Asset Sale, unless: (1) any Borrower or any of its the Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiaryof Parent, as the case may be, receives consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of of; and (as determined in good faith by the Company); (ii2) at least 75% of the consideration therefor received by the Company Borrowers or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided provided, that the amount of:of the following shall be deemed to be Cash Equivalents for the purposes of this clause (2): (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; [reserved]; (b) any securities, notes or other obligations or other securities or assets received by the Company Borrowers or any such Restricted Subsidiary from such transferee that are converted by the Company Borrowers or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)) within 180 days of the receipt thereof; and and (c) any Designated Non-cash Cash Consideration received by the Company Borrowers or any of its the Restricted Subsidiaries of Parent in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 million 7,500,000 and 5(y) 10.0% of Total Assets Four Quarter Consolidated EBITDA, calculated at the time of the receipt of such Designated Non-cash Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (3) (x) there is no Event of Default as of the date the definitive agreement for such Asset Sale is entered into and (y) there is no Specified Event of Default at the time of consummation of such Asset Sale; and (4) such Asset Sale does not constitute, shalldirectly or indirectly (x) the merger, dissolution, liquidation, amalgamation, consolidation with or into another Person, or Disposition of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Loan Parties or (y) a Factoring Transaction, Receivables Financing, receivables securitization, or a Sale/Leaseback Transaction; and (5) so long as the Total Net Leverage Ratio, on a Pro Forma Basis, exceeds 3.50:1.00, the aggregate amount of Asset Sales made pursuant this paragraph shall not exceed $10,000,000 in any fiscal year. Within twelve (12) months after the Borrowers’ or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrowers or such Restricted Subsidiary shall apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (a) to prepay Loans and other xxxx xxxx Permitted Debt in accordance with Section 2.05(b)(ii). (b) to make an investment in any one or more businesses, assets (other than working capital assets), or property or capital expenditures, in each case used or useful in a Similar Business; provided that if such investment is IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary; (ac) to make an investment in any one or more businesses, properties or assets that replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary; or (d) any combination of the foregoing; provided that (x) so long as the Total Net Leverage Ratio, on a Pro Forma Basis, exceeds 3.50:1.00, the aggregate amount of investments made pursuant to clauses (b), (bc) and (cd) aboveof this paragraph shall not exceed $25,000,000 since the Closing Date, and (y) the Borrowers and the Restricted Subsidiaries of Parent will be deemed to be cash for have complied with the purposes provisions described in clause (b) or (c) of this paragraph if and to the extent that within twelve (12) months after the Asset Sale that generated the Net Cash Proceeds, the Borrowers or such Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment in compliance with the provision or for purposes of the second paragraph described in clause (b) and/or (c) of this Section 4.10; andparagraph, and that investment is thereafter completed within 180 days after the end of such twelve (12) month period.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) 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 Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of of; and (as determined in good faith by the Company); (ii2) at least 75% of the aggregate consideration received in respect of such Asset Sale by the Company or the and its Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiaries is in the form of cash or Cash EquivalentsEquivalents (or a combination thereof); provided that that, for purposes of this provision, each of the amount offollowing shall be deemed to be cash: (a) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notescontingent liabilities, Subordinated Debt and any obligations in respect of preferred stock) that are assumed by the transferee of any such assets; assets or Equity Interests pursuant to customary agreements (or other legal documentation with the same effect) that includes a full release of the Company or such Restricted Subsidiary from any and all liability therefor; (b) 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 within 180 90 days after the date of the receipt thereof (Asset Sale, to the extent of the cash received)received in that conversion; and and (c) any Designated Non-cash Cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 covenant that is at that time outstanding, not to exceed the greater of $150 75.0 million and 53.5% of Total Assets (measured at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). Within 365 days after the receipt of any Net Proceeds from an Asset Sale, shallthe Company or any Restricted Subsidiary may apply such Net Proceeds, in each of at its option: (a)1) to repay, prepay, redeem or purchase (w) Indebtedness and other Obligations under a secured Credit Facility, (bx) any Indebtedness and other Obligations that were secured by the assets sold in such Asset Sale, (y) any Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) or (z) other Indebtedness (other than Subordinated Debt and Indebtedness owed to the Company or an Affiliate of the Company) and Obligations with respect thereto; (c2) aboveto invest in or acquire Additional Assets; or (3) to make capital expenditures in respect of a Related Business of the Company or any Restricted Subsidiary or settle or satisfy Hedging Obligations; provided that, the Company and its Restricted Subsidiaries shall be deemed to be cash for have complied with this paragraph if and to the purposes extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Company or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any expenditure contemplated by clauses (2) or (3) of this provision or for purposes of the second paragraph of this Section 4.101015 with the good-faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days after the end of such 365-day period; provided further, that if such commitment is later cancelled or terminated before such Net Proceeds are applied or otherwise not applied within such 180-day period, then such Net Proceeds shall constitute Excess Proceeds as described in the following paragraph. However, pending application or investment of such Net Proceeds as provided in clauses (1) through (3) of the immediately preceding paragraph, such Net Proceeds may be applied to temporarily reduce revolving credit Indebtedness or otherwise invested in any manner that is not prohibited by this Indenture. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (1) through (3) of the immediately preceding paragraph within the time periods provided for in the immediately preceding paragraph shall constitute “Excess Proceeds.” Within ten Business Days after the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier at the Company’s election, the Company shall make an offer (an “Asset Sale Offer”) to all Holders 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 for the Notes in any Asset Sale Offer shall be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company shall use the Excess Proceeds to purchase the Notes and such other pari passu Indebtedness on a pro rata basis based on the aggregate principal amount of Notes and such other pari passu Indebtedness tendered by the holders thereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by Article Eight and/or Section 1010 of this Indenture, as applicable, and not by this Section 1015. 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 this Section 1015, or compliance with this Section 1015 would constitute a violation of any such laws or regulations, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1015 by virtue of such compliance. In the event that, pursuant to this Section 1015, the Company is required to commence an Asset Sale Offer, it shall follow the procedures specified in this paragraph: (1) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Section 1015. The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (2) If the 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 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. (3) Upon the commencement of an Asset Sale Offer, the Company shall send a notice to the Trustee 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 notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 1015 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Company 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; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof only; (f) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, 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; (h) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders or holders, as applicable, thereof exceeds the Offer Amount, the Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, shall be purchased); and (i) 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), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless Sale, except: (i) sales of inventory in the Company ordinary course of business; (ii) sales or other dispositions of Cash and Cash Equivalents; (iii) sales, assignments, transfers or dispositions of accounts in the applicable Restricted Subsidiary, as ordinary course of business for purposes of collection; (iv) sales of assets to the case may be, receives consideration at extent that the time aggregate value of such Asset Sale assets sold in any single transaction or related series of transactions is equal to $1,000,000 or less; provided that (a) the consideration received for such assets is in an amount at least equal to the fair market value thereof and (b) the aggregate value of the all assets sold pursuant to this subsection 7.7B(iv) shall not exceed $5,000,000; (v) dispositions of obsolete, worn out or otherwise disposed surplus property or property no longer useful in the business of Company and its Subsidiaries in the ordinary course of business; (as determined vi) Asset Sales having a fair market value not in good faith by excess of $5,000,000 in any Fiscal Year; provided that (a) the Company)consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (iib) at least 7580% of the consideration received shall be Cash or Cash Equivalents; (c) no Potential Event of Default or Event of Default shall have occurred or be continuing after giving effect thereto; and (d) the proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a); provided, further, that if any such Asset Sale involves the Company or the Restricted Subsidiaryissuance of Capital Stock, as the case may be, from such Asset Sale shall be comply with subsection 7.7C; (vii) in order to resolve disputes that occur in the form ordinary course of cash business, Company and its Subsidiaries may discount or Cash Equivalentsotherwise compromise for less than the face value thereof, notes or accounts receivable; (viii) Company or a Subsidiary may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the Governing Body of the Subsidiary if required by applicable law; (ix) [Reserved]; (x) any Foreign Subsidiary may from time to time sell U.S. Dollar-denominated accounts receivable to Company or a Domestic Subsidiary so long as (1) such accounts receivable are, in the good faith judgment of the management of Company, collectable in accordance with their terms and sold for a purchase price not exceeding the face amount thereof (without giving effect to any write down or write off thereof) and (2) the aggregate uncollected face amount of such accounts receivable purchased by Company or a Subsidiary Guarantor does not exceed $6,000,000 at any time outstanding; (xi) Assets Sales of tangible property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Assets Sale are promptly applied to the purchase price of such replacement property; (xii) Asset Sales by Company or any Subsidiary to Company or any Subsidiary (including (1) any Asset Sale effected pursuant to a merger, consolidation, liquidation or dissolution and (2) sales of all or substantially all of such transferor’s assets (upon voluntary liquidation or otherwise)); provided that if the amount of: transferor of such property is a Loan Party (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; thereof must either be a Loan Party or (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and such transaction constitutes an Investment, such transaction is permitted under subsection 7.3; (cxiii) any Designated Non-cash Consideration received Asset Sales by the Company or any its Subsidiaries of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received property pursuant to this clause sale-leaseback transactions; provided that (ca) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item all property so disposed of Designated Non-cash Consideration being measured at shall not exceed $5,000,000 from and after the time received Restatement Date and without giving effect to subsequent changes in value), shall, in each of (a), (b) the purchase price for such property shall be paid to Company or its Subsidiaries for not less than 75% cash consideration; (xiv) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of Company and its Subsidiaries; (cxv) above, be deemed transfers of property subject to be cash for the purposes of this provision any casualty or for purposes condemnation or eminent domain (or deed in lieu thereof) upon receipt of the second paragraph Net Insurance/Condemnation Proceeds of this Section 4.10such event; (xvi) Asset Sales in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Company, are not material to the conduct of the business of Company and its Subsidiaries; (xvii) Asset Sales of Investments in Joint Ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements; (xviii) [Reserved]; (xix) voluntary terminations of Hedge Agreements; and (xx) Asset Sales to the extent constituting an Investment permitted by subsection 7.3, a fundamental change permitted by subsection 7.7A (so long as any Asset Sale pursuant to a liquidation permitted pursuant to subsection 7.7A shall be done on a pro rata basis among the equity holders of the applicable Subsidiary), a Restricted Junior Payment permitted by subsection 7.5 or a Lien permitted by subsection 7.2.

Asset Sales. (a) Section 4.12(a) of the Indenture is hereby amended and restated in its entirety to read as follows: (i) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (including without limitation a Permitted Asset Sale) unless (iA) the Company or the applicable Restricted such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the shares or assets sold or otherwise disposed of of, and (as determined in good faith by the Company); (iiB) at least 7585% of such consideration consists of cash or Cash Equivalents or the assumption of Indebtedness of the Company or such Subsidiary or other obligations relating to such assets ("Assumed Obligations") and release from all liability on such Assumed Obligations, unless, in the case of clause (B), the remainder of such consideration received consists of (x) property or assets that will be owned by the Company or a Subsidiary of the Restricted Company and are to be used in a telecommunications business or related activities or services that thereafter will be conducted by the Company or such Subsidiary or (y) Capital Stock or other securities issued by a party to the transaction or an Affiliate thereof, which Capital Stock or other securities are freely tradeable and which are sold for cash within 90 days of the consummation of the Asset Sale in connection with which they were acquired, provided that any such cash (net of any expenses related to such sale or provisions for taxes payable as a result thereof) shall constitute Net Cash Proceeds from the Asset Sale for purposes of this Indenture (including without limitation Section 10.08). (ii) The Company or its Subsidiary, as the case may be, from may, within 180 days of an Asset Sale, apply the Net Cash Proceeds therefrom (or enter into a binding agreement within such Asset Sale shall be in the form 180-day period to apply such Net Cash Proceeds within 45 days of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, agreement) to (A) an investment in properties and assets that replace the properties and assets that were the subject of such liabilities Asset Sale or in properties and assets that would have been shown will be used in the business of the Company and its Subsidiaries existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets") or (B) in the case of an Asset Sale by a Subsidiary of the Company’s , the repayment of any Indebtedness of such Subsidiary; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Company or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) case may be, may apply any Working Capital Proceeds received from a Permitted Asset Sale to the working capital needs and general corporate purposes of the Company or any such Restricted Subsidiary of the Company. Any Net Cash Proceeds from any Asset Sale (other than liabilities that are by their terms subordinated to the NotesWorking Capital Proceeds from a Permitted Asset Sale) that are assumed not invested in Replacement Assets (or in the case of an Asset Sale by the transferee a Subsidiary of any such assets; (b) any securities, notes or other obligations received by the Company or any used to repay Indebtedness of such Restricted Subsidiary from such transferee that are converted by Subsidiary) within the Company or such Restricted Subsidiary into cash within 180 days 180-day period described above shall constitute "Excess Proceeds" subject to disposition as provided in Section 4.12(b). Notwithstanding the foregoing, the application of the receipt thereof (to Bogen Sale Proceeds shall be governed by Section 4.20 and the extent application of the cash received); Net Cash Proceeds of a Permitted Foreign Asset Sale or a Collateral Sale (other than the Bogen Sale) shall be governed by Section 10.08. (iii) The Company will not, and (c) any Designated Non-cash Consideration received by the Company or will not permit any of its Restricted Subsidiaries in such to, make any Permitted Asset Sale, a Permitted Foreign Asset Sale having or a Collateral Sale if a Default or an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that Event of Default has occurred and is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; andcontinuing.

Asset Sales. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Company Issuer or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company)Issuer) of the assets sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the CompanyIssuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Issuer or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes (or Guarantees) or that are owed to the Issuer or a Restricted Subsidiary, that are assumed by the transferee of any such assets; assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (bB) any securities, notes or other obligations or assets received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company Issuer or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 300,000,000 at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valuevalue shall be deemed to be cash for purposes of this provision and for no other purpose; and (3) if such Asset Sale involves the disposition of Collateral, (A) such Asset Sale complies with the applicable provisions of the Security Documents; and (B) to the extent required by the Security Documents, all consideration received in such Asset Sale shall be expressly made subject to Liens under the Security Documents. (b) Within 18 months after the receipt of any Net Proceeds of any Asset Sale by the Issuer or any Restricted Subsidiary, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) Obligations constituting First Priority Lien Obligations under the General Credit Facilities (other than any General Credit Facilities that also constitute Public Debt) (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (B) until the ABL Date, shallObligations under the ABL Facility (and to correspondingly reduce commitments with respect thereto) so long as the Net Proceeds of the Asset Sale are with respect to ABL Collateral; (C) Obligations under (i) the Notes (to the extent such purchases are at or above 100% of the principal amount thereof) or (ii) any other First Priority Lien Obligations of the Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto) if and to the extent required by the terms of such Obligations; provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided in Section 5 of each of the Notes and Section 3.02 hereof through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.09 and Section 4.10(c) hereof) to all Holders of Notes to purchase a pro rata amount of Notes at 100% of the principal amount thereof, plus accrued but unpaid interest; or (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor (and to correspondingly reduce commitments with respect thereto) so long as the Net Proceeds of the Asset Sale are with respect to assets owned by such Restricted Subsidiary that is not a Guarantor and the Net Proceeds of such Asset Sale are received by such Restricted Subsidiary as a result of an Asset Sale by such Restricted Subsidiary; or (2) to (a) make an Investment in any one or more businesses, provided, however, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) acquire properties, (c) make capital expenditures or (d) acquire other assets that, in the case of each of clauses (a), (b), (c) and (cd) either (x) are used or useful in a Similar Business or (y) replace the businesses, properties or assets that are the subject of such Asset Sale; provided, however, that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within the later of 18 months after receipt of such Net Proceeds and 180 days following such commitment; provided further, however, that if such commitment is cancelled or terminated after the later of such 18 month or 180 day period for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof shall be deemed to constitute “Excess Proceeds,” except the amount of Excess Proceeds will be reduced by an amount equal to the difference between (x) the principal amount of the Notes offered to be purchased in a bona fide offer pursuant to Section 4.10(b)(1)(c) and (y) the principal amount of the Notes that were purchased pursuant to such offer. When the aggregate amount of Excess Proceeds with respect to the Notes exceeds $100,000,000, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any other First Priority Lien Obligations, to the holder of such First Priority Lien Obligations (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of such Notes and the maximum aggregate principal amount (or accreted value, if less) of such First Priority Lien Obligations that is a minimum of $2,000 or an integral multiple of $1,000 thereof (in aggregate principal amount) 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 (or accreted value, if applicable) plus accrued and unpaid interest to the date fixed for the purposes closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100,000,000 by mailing the notice required pursuant to the terms of this provision Indenture, with a copy to the Trustee or for purposes otherwise in accordance with the procedures of DTC. The Issuer, in its sole discretion, may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 18 month period (or such longer period provided above) or with respect to Excess Proceeds of $100,000,000 or less. To the extent that the aggregate principal amount of Notes and the aggregate principal amount (or accreted value, if applicable) of such First Priority Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds with respect to the Notes, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture and the Security Documents. If the aggregate principal amount of Notes and the aggregate principal amount (or accreted value, if applicable) of the First Priority Lien Obligations surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds with respect to the Notes, the Registrar or the Paying Agent shall select the Notes and the Issuer or the agent for such First Priority Lien Obligations shall select such other First Priority Lien Obligations to be purchased on a pro rata basis (or as near a pro rata basis as permitted by the applicable rules and procedures the Depositary) of a based on the principal amount of the Notes and the aggregate principal amount (or accreted value, if applicable) of such First Priority Lien Obligations tendered in accordance with Section 3.09 hereof. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under any Senior Credit Facilities, or otherwise invest or apply such Net Proceeds in any manner not prohibited by this Indenture. (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws 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 provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of, and (iiy) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the NotesSecurities or any Note Guaranty) that are assumed by the transferee of any such assets; assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (bii) any securities, notes or other obligations or other securities or assets received by the Company or any such Restricted Subsidiary of the Company from such transferee that are converted by the Company or such Restricted Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received); and , and (ciii) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 53.0% of Total Assets and $45.0 million at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4B.06(a). (b) Within 365 days after the Company’s or for purposes any Restricted Subsidiary of the second paragraph Company’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary of the Company may apply the Net Proceeds from such Asset Sale, at its option: (i) (y) to repay Indebtedness constituting First-Priority Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), the Securities, any Indebtedness of a Foreign Subsidiary or Pari Passu Indebtedness (provided, that if the Company or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness, the Issuers shall equally and ratably reduce Obligations under the Securities through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) and/or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, of the pro rata principal amount of Securities) or Indebtedness of a Restricted Subsidiary that is not an Issuer or a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company, or (z) to repay ABL Obligations, to the extent the Net Proceeds are from an Asset Sale of ABL Priority Collateral (including indirect Asset Sales of ABL Priority Collateral due to the sale of the Capital Stock of a Person); (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), assets, or property or capital expenditures, in each case used or useful in a Similar Business; and/or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties or assets that replace the properties and assets that are the subject of such Asset Sale. In the case of Sections 4B.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided, that (x) such investment is consummated within 545 days after receipt by the Company or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (y) if such investment is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below). Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary of the Company may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not otherwise prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.10; 4B.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause (i) of this Section 4B.06(b), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15 million, the Issuers shall make an offer to all Holders of Securities (and, at the option of the Issuers, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Securities (and such Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof, or if a PIK Payment has occurred, that is at least $1.00 and an integral multiple of $1.00 in excess thereof, 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 (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4B.06. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of Section 4B.06(e), with a copy to the Trustee. To the extent that the aggregate amount of Securities (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities (and such Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee (upon receipt of notice from the Issuers of the aggregate principal amount to be selected) shall select the Securities to be purchased in the manner described in Section 4B.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company and its Restricted Subsidiaries may make an Asset Sale Offer under this covenant using Net Proceeds prior to the time any such Net Proceeds become Excess Proceeds, in which case such Net Proceeds shall be deemed to have been applied within the time frame required by this covenant. (c) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4B.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company or a Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Company, and to be held for payment in accordance with the provisions of this Section 4B.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company)Company at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis) received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided provided, however, that the amount offollowing shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual increase had taken place on or prior to the date of such balance sheet, sheet as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets; assets pursuant to a written agreement which releases or indemnifies the Company or such Restricted Subsidiary from such liabilities, (bB) any securities, notes or other obligations or assets 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 of the receipt thereof Cash Equivalents (to the extent of the cash Cash Equivalents received); and ) within 180 days following the closing of such Asset Sale, and (cC) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 53.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to reduce or offer to reduce Indebtedness as follows: (A) if the assets subject of such Asset Sale constitute Collateral, to permanently reduce Priority Lien Obligations (and to correspondingly reduce commitments with respect thereto) or to permanently reduce (or offer to reduce) Obligations under the Notes and under any other Permitted Additional Pari Passu Obligations on a pro rata basis; provided, however, that all reductions of Obligations under the Notes shall be made as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of the Notes that would otherwise be prepaid; (B) if the assets subject of such Asset Sale do not constitute Collateral, permanently reduce Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (C) if the assets subject of such Asset Sale do not constitute Collateral, permanently reduce Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto); provided, shallhowever, that the Issuers shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Notes (and may elect to reduce Permitted Additional Pari Passu Obligations) on a pro rata basis; provided further, however, that all reductions of Obligations under the Notes shall be made as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest) or by making an offer (in accordance with the procedures set forth under Sections 3.09 and 4.10(c)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (D) if the assets subject to such Asset Sale do not constitute Collateral, permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or any Restricted Subsidiary or (ii) an Issuer or a Guarantor, (2) to make (A) an Investment in any one or more businesses; provided, however, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (aA), (bB) and (cC), used or useful in a Similar Business; provided further, however, that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under and in accordance with the Security Documents, or (3) to make an Investment in (A) any one or more businesses; provided, however, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided further, however, that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under and in accordance with the Security Documents; provided, however, that, in the case of clauses (2) and (3) above, a binding commitment entered into not later than such 450th day shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further, however, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuers shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and to the holders of any other Permitted Additional Pari Passu Obligations if required by the terms of Permitted Additional Pari Passu Obligations, to purchase the maximum aggregate principal amount of the Notes and Permitted Additional Pari Passu Obligations that, in the case of the Notes, is an integral multiple of $1,000 (but in minimum amounts of $2,000), and may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the purposes closing of such offer, and in the case of any Permitted Additional Pari Passu Obligations, at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $30.0 million by delivering the notice required pursuant to the terms of this provision or for purposes Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the second paragraph relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $30.0 million or less. (d) To the extent that the aggregate amount of Notes and Permitted Additional Pari Passu Obligations, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for any purposes not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes and Permitted Additional Pari Passu Obligations (if any) surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuers shall purchase the Notes and such Permitted Additional Pari Passu Obligations on a pro rata basis (or pursuant to applicable depositary procedures) based on the accreted value or principal amount of the Notes and such Permitted Additional Pari Passu Obligations tendered with adjustments as necessary so that no Notes or Permitted Additional Pari Passu Obligations, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Upon consummation or expiration of any Asset Sale Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuers may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. (e) Pending the final application of any Net Proceeds pursuant to this Section 4.10; and, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (f) 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 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 provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; , (bB) 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 within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 50.0 million and 5or (y) 15% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision and for no other purpose. (b) Within 365 days after the Company’s or for purposes any Restricted Subsidiary’s receipt of the second Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i) to permanently reduce Obligations under the Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be prepaid), (ii) to an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are the subject of such Asset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sale that are not invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer 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 (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes, that is an integral multiple of $1,000, and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for the closing of such offer (the “Offered Price”). The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $15.0 million by giving to each Holder of the Notes, with a copy to the Trustee, in the manner provided in Section 106 a notice stating: (i) that the Holder has the right to require the Company to repurchase such Holder’s Notes at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered; (ii) the date of purchase of Notes pursuant to the Asset Sale Offer (the “Asset Sale Purchase Date”), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that the Offered Price will be paid to Holders electing to have Notes purchased on the Asset Sale Purchase Date; provided that a Holder must surrender its Note to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date; (iv) any Note not tendered will continue to accrue interest pursuant to its terms; (v) that unless the Company defaults in the payment of the Offered Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the Company receives, not later than the close of business on the third Business Day preceding the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; (vii) that the Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (viii) the instructions a Holder must follow in order to have his Notes purchased in accordance with this Section 1017. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness 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 and other Pari Passu Indebtedness tendered into such Asset Sale offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, such Excess Proceeds shall be allocated pro rata (based on the aggregate principal amount tendered) among the Notes and such Pari Passu Indebtedness, and the Trustee shall select the Notes to be purchased on a pro rata basis in the manner described in Section 1104. Upon completion of any such 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 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 provisions of this Section 4.10; and1017, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the applicable Restricted such Subsidiary, as the case may be, ) receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such the Asset Sale at least equal to the fair market value (as determined at the time of the assets sold or otherwise disposed of (contractually agreeing to such Asset Sale), as determined in good faith by the Company), of the assets or Capital Stock issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of clause (2) above, the amount of: of (ai) [reserved] any liabilities (as shown on the Company’s or such Restricted the applicable Subsidiary’s most recent balance sheet or in the footnotes theretonotes thereto or, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s consolidated balance sheet or such Restricted Subsidiary’s balance or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or the Guarantees) that are assumed by the transferee of any such assets; assets and from which the Company and all Subsidiaries have been validly released by all creditors in writing, (bii) any securities, notes or other obligations securities 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 of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); ) within 180 days following the closing of such Asset Sale, and (ciii) any Designated Non-cash Non−cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Non−cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 2.5 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Non−cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or paragraph and for purposes no other reason. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or, if applicable, the Subsidiary) may apply those Net Proceeds at its option: (1) solely to the extent the assets disposed of in such Asset Sale was ABL Collateral, to reduce obligations, and correspondingly reduce commitments, under the ABL Facility; (2) to reduce obligations under other Indebtedness of the second Company that ranks pari passu with the Notes or Indebtedness of a Guarantor that ranks pari passu with such Guarantor’s Guarantee of the Notes (provided that if the Company or such Guarantor shall so reduce Obligations under Indebtedness that rank pari passu with the Notes or a related Guarantee (other than Secured Indebtedness), it will equally and ratably reduce Obligations under the Notes by making, or causing the Company to make, an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below) to all Holders to purchase at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, on the pro rata principal amount of Notes), in each case, other than Indebtedness owed to the Company or an Affiliate of the Company; (3) solely to the extent the assets disposed of in such Asset Sale were property securing Indebtedness, to reduce obligations under such Secured Indebtedness (and if such Indebtedness is revolving in nature, to correspondingly reduce commitments thereunder); (4) solely to the extent the assets disposed of in such Asset Sale were assets of a Subsidiary that is not a Guarantor, to reduce Indebtedness of such Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company); (5) to make (A) an investment in any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Subsidiary, (B) capital expenditures or (C) an investment in other non-current assets (other than Cash Equivalents, in the case of each of (A), (B) and (C), in each case (x) used or useful in a Permitted Business or (y) to replace the businesses, properties and/or assets that are the subject of such Asset Sale); and/or (6) any combination of the foregoing; provided that, in the case of clause (5) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such other Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within the time periods set forth above shall constitute “Excess Proceeds.” Pending the final application of any Net Proceeds, the Company or the applicable Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. When the aggregate amount of Excess Proceeds exceeds $10 million, the Company or the applicable Subsidiary will, within twenty (20) Business Days, make an offer (an “Asset Sale Offer”) to all Holders and holders of Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Section 4.18 with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of the Notes and such other Indebtedness that ranks pari passu with the Notes 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 thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or the applicable Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis and in accordance with the Applicable Procedures. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds hereunder will be reset at zero. To the extent Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Indebtedness that ranks pari passu with the Notes), the Company need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Indebtedness that ranks pari passu with the Notes), and any additional Excess Proceeds will not be subject to this covenant and will be permitted to be used for any purpose otherwise permitted hereunder in the Company’s discretion. Not later than twenty (20) Business Days after the date upon which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 4.10; and4.18. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. No later than 11:00 a.m. (New York City time) on the date of purchase, the Company shall deposit with the Trustee (or a Paying Agent, if not the Trustee) the purchase price for the tendered Notes and the Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Company to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.18. Holders electing to have a Note purchased shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase shall be made by the Trustee, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements). Notices of an Asset Sale Offer shall be mailed by the Company by first class mail, postage prepaid, or otherwise delivered in accordance with the applicable procedures of DTC. If any Note is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that is to be purchased. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law. If the date of purchase is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the date of purchase, 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.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (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 sold or otherwise disposed of (as determined in good faith by the Company); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; (b) 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 within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; 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 545 days of receipt thereof either (A) to prepay any Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary, by the end of such 545-day period, has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets, and such investment is consummated within 120 days from the date on which such binding agreement is entered into, and, with respect to the amount of such investment, the reference to the 546th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 546th day)) or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 546th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt); provided, however, that if at any time any non-cash consideration (including any Designated Non-cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder, and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $40.0 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 to at least $40.0 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 $40.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraph to the extent that: (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for fair market value; provided that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities 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 Cash Proceeds subject to the provisions of the preceding paragraph. Notice of each Net Proceeds Offer will be sent to DTC, in the case of Global Notes, or mailed to the record Holders as shown on the register of Holders, in the case of certificated notes, within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes and other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount 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 a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the 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 any such assets; , (bB) 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 within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 50.0 million and 5or (y) 15% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision and for no other purpose. (b) Within 365 days after the Company’s or for purposes any Restricted Subsidiary’s receipt of the second Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i) to permanently reduce Obligations under the Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be prepaid), (ii) to an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are the subject of such Asset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sale that are not invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer to all Holders of Notes (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes, that is an integral multiple of $1,000, 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, to the date fixed for the closing of such offer (the “Offered Price”). The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $15.0 million by giving to each Holder of the Notes, with a copy to the Trustee, in the manner provided in Section 106 a notice stating: (i) that the Holder has the right to require the Company to repurchase such Holder’s Notes at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered; (ii) the date of purchase of Notes pursuant to the Asset Sale Offer (the “Asset Sale Purchase Date”), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that the Offered Price will be paid to Holders electing to have Notes purchased on the Asset Sale Purchase Date; provided that a Holder must surrender its Note to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date; (iv) any Note not tendered will continue to accrue interest pursuant to its terms; (v) that unless the Company defaults in the payment of the Offered Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the Company receives, not later than the close of business on the third Business Day preceding the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; (vii) that the Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (viii) the instructions a Holder must follow in order to have his Notes purchased in accordance with this Section 1017. 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 in the manner described in Section 1104. Upon completion of any such 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 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 provisions of this Section 4.10; and1017, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

Asset Sales. The Company Issuer and the Corporation shall not, and shall not permit any of its their Restricted Subsidiaries to, consummate an Asset Sale unless on or after the date of this Indenture unless: (i1) the Company Issuer, the Corporation (or the applicable its 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 Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of of; and (as determined in good faith by the Company); (ii2) at least 75% of the consideration received in the Asset Sale by the Company Issuer, the Corporation (or the its Restricted Subsidiary, as the case may be, from such Asset Sale shall be ) is in the form of cash or Cash Equivalents; provided that . For purposes of this clause (2), each of the amount offollowing shall be deemed to be cash: (a) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s Corporation's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuer, the Corporation or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee) that are assumed by the transferee of any such assets; assets pursuant to a customary assumption or similar agreement and without recourse to the Issuer, the Corporation or any of the Restricted Subsidiaries; (b) any securities, notes or other obligations received by the Company Issuer, the Corporation or any such Restricted Subsidiary from such transferee that are converted by the Company Issuer, the Corporation or such Restricted Subsidiary into cash or Cash Equivalents within 180 30 days of the receipt thereof (thereof, to the extent of the cash received); and or Cash Equivalents received in that conversion; (c) any Designated Non-cash Cash Consideration received by the Company Issuer, the Corporation or any of its Restricted Subsidiaries Subsidiary thereof in such Asset Sale having an aggregate fair market valuea Fair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (20 million, with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (d) any assets of, shallor any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary; (e) any assets that are used or useful in each a Permitted Business; and (f) cash held in escrow as security for any indemnification, settlement or adjustment of purchase price, earn-outs or similar obligations in connection with the Asset Sale. Any Net Proceeds received by the Issuer, the Corporation (a)or any of the Restricted Subsidiaries, (bas the case may be) from an Asset Sale, or Casualty or Condemnation Event directly attributable to any assets or properties of the Issuer, the Corporation or any of the Restricted Subsidiaries, other than Excluded Property, shall automatically become Collateral securing the obligations of the Issuer and (c) above, be deemed the Guarantors with respect to be cash for the Notes and the Notes Guarantees. For purposes of this provision Indenture, the aggregate amount of Net Proceeds received by the Issuer, the Corporation (or for purposes any of the second paragraph Restricted Subsidiaries, as the case may be) from Asset Sales or Casualty or Condemnation Events since the date of this Indenture shall constitute "Designated Net Proceeds". Designated Net Proceeds shall be applied to redeem Notes as provided in Section 4.10; and3.7 on the first Mandatory Redemption Payment Date to occur immediately after the receipt of such Designated Net Proceeds. During the period commencing on the date that is 30 days after the receipt of any Designated Net Proceeds and ending on the first Mandatory Redemption Payment Date to occur immediately thereafter, the Issuer, the Corporation (or any of the Restricted Subsidiaries, as the case may be) shall deposit any such Designated Net Proceeds in a segregated account or accounts held by the Trustee pursuant to arrangements reasonably satisfactory to the Trustee.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless unless: (i) the Company (or the applicable such 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 Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) at least 75% of the consideration received in the Asset Sale by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (aA) any liabilities (liabilities, as shown recorded on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such of its Restricted Subsidiary Subsidiaries (other than contingent liabilities that are by their terms subordinated to the Notesand Subordinated Obligations) that are assumed by the transferee of any such assets; assets (bor otherwise cease to be liabilities of the Company or its Restricted Subsidiaries in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Company or such Restricted Subsidiary from such liabilities; (B) 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 180 days following the closing of the receipt thereof (Asset Sale, to the extent of the cash receivedor Cash Equivalents received in that conversion; (C) any Capital Stock or assets of the kind referred to in Section 4.9(b)(iv); and ; (cD) any Designated Non-cash Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 Section 4.9 that is at that any one time outstanding, not to exceed the greater of $150 US$15.0 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each ; (E) Indebtedness (other than Subordinated Obligations) of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes any Restricted Subsidiary of the second paragraph Company that is no longer a Restricted Subsidiary as a result of this Section 4.10such Asset Sale, to the extent that the Company and each other Restricted Subsidiary of the Company are released from any Guarantee of such Indebtedness in connection with such Asset Sale; (F) consideration consisting of Indebtedness (other than Subordinated Obligations) of the Company or any Restricted Subsidiary received from Persons who are not the Company or any Restricted Subsidiary; (G) accounts receivable of a business retained by the Company or any Restricted Subsidiary of the Company, as the case may be, following the sale of such business; and

Asset Sales. The Company shall not, and shall not permit Effect any of its Restricted Subsidiaries to, consummate an Asset Sale unless except that the following shall be permitted: (ia) disposition of used, worn out, obsolete or surplus property by any Company in the Company ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the applicable reasonable judgment of the Borrower, 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, after giving effect to any such Asset Sale, such person either ceases to be a Restricted Subsidiary or, in the case of an Excluded Collateral Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the becomes a Joint Venture Subsidiary) for fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) value, with at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for all such Asset Sale Sales or related Asset Sales in which the consideration received exceeds $50,000,000 payable in cash upon such sale (provided, however, that for the purposes of this clause (b), the following shall be in the form of cash or Cash Equivalents; provided that the amount of: deemed to be cash: (ai) any liabilities (as shown on the Company’s or such Restricted SubsidiaryBorrower’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Borrower or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Holdings, the Borrower and all of any such assets; its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (bii) any securities, notes or other obligations securities received by the Company Borrower or any such the applicable Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of the applicable Asset Sale, and (ciii) any Designated Nonaggregate non-cash Consideration consideration received by the Company Borrower or any of its the applicable Restricted Subsidiaries in such Asset Sale Subsidiary having an aggregate fair market valuevalue (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, taken together 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 all 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 Designated 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 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 Consideration received and Cash Equivalents in 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), (ii) by any Restricted Grantor to 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 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 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 Closing Date, (v) by any 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 does not exceed the fair market value of the property transferred, and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; (i) the Companies may consummate Asset Swaps so long as (x) each such sale is in an arm’s-length transaction and the applicable Company receives at least fair market value consideration (as determined in good faith by such Company), (y) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (z) the aggregate fair market value of all assets sold pursuant to this clause (ci) after December 14, 2010 that is at that time outstanding, shall not to exceed the greater of $150 million and 5(1) 2% of Total Consolidated Net Tangible Assets and (2) $100,000,000 in the aggregate since the Closing Date; provided that so long as the assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company, such aggregate cap will not apply to such Asset Swap; (j) sales, transfers and other dispositions of Receivables (whether now existing or arising or acquired in the future) and Related Security to a Securitization Entity in connection with a Qualified Securitization Transaction permitted under Section 6.01(e) and all sales, transfers or other dispositions of Securitization Assets by a Securitization Entity under, and pursuant to, a Qualified Securitization Transaction permitted under Section 6.01(e); (k) to the extent constituting an Asset Sale, the Permitted Holdings Amalgamation; (l) issuances of Equity Interests by Joint Venture Subsidiaries and Excluded Collateral Subsidiaries; (m) Asset Sales among Companies of promissory notes or Equity Interests or similar instruments issued by a Company; provided that such Asset Sales are part of a Series of Cash Neutral Transactions and no Default has occurred and is continuing; (n) the sale of Receivables made pursuant to the Receivables Purchase Agreement; (o) to the extent constituting an Asset Sale, Investments permitted by Section 6.04(i); (p) issuances of Qualified Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Qualified Capital Stock (A) for stock splits, stock dividends and additional issuances of Qualified Capital Stock which do not decrease the percentage ownership of the Loan Parties in any class of the Equity Interests of such issuing Company and (B) by Subsidiaries of the Borrower formed after the Closing Date to the Borrower or the Subsidiary of the Borrower which is to own such Qualified Capital Stock. All Equity Interests issued in accordance with this Section 6.06(p) shall, to the extent required by Section 5.11 or any Security Document or if such Equity Interests are issued by any Loan Party (other than Holdings), be delivered to the Collateral Agent; (q) transfers of 100% of the Equity Interests of any Chinese Subsidiary or Korean Subsidiary of Borrower to a wholly-owned U.S. Loan Party; provided that (i) any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the Equity Interests so transferred shall be replaced by security interests granted to the Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents in 100% of the Equity Interests of such U.S. Loan Party and 65% of the Equity Interests of such Chinese Subsidiary if held directly by such U.S. Loan Party, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as the security interests in such transferred Subsidiary in effect immediately prior to such transfer (it being understood that registration of such pledge may take place following such transfer to the extent required by applicable law)) and (ii) no Default is then continuing or would result therefrom; (r) sales, transfers and other dispositions of Inventory in order to finance working capital; provided that no Default shall be outstanding after giving effect thereto and (A) with respect to any such sale, transfer of disposition by a Company that is organized in a Principal Jurisdiction, such transaction is a Permitted German Alternative Financing, (B) with respect to any such sale, transfer or 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 this 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 receipt then outstanding Receivables of such Designated a Company that is organized in a Non-cash Consideration Principal Jurisdiction subject to a Permitted Factoring Facility pursuant to Section 6.06(e) at such time, plus (with z) the fair market value of each item of Designated aggregate consideration received by a Company that is organized in a Non-cash Consideration being measured Principal Jurisdiction for Asset Sales permitted under this 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, 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 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 this 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 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 this 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 without giving effect to subsequent changes in valueany Permitted Customer Account Financing), shall, in each shall not exceed the greater of (ax) 15% of Consolidated Net Tangible Assets and (y) $750,000,000; and (s) Asset Sales of 100% of the Equity Interests of any Chinese Subsidiary of Borrower to a Chinese holding company that is a wholly-owned direct Subsidiary of Borrower; provided that (i) any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the Equity Interests so transferred shall be replaced by security interests granted to the Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents in 100% of the Equity Interests of such holding company Subsidiary, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as the security interests in such transferred Subsidiary in effect immediately prior to such transfer (it being understood that registration of such pledge may take place following such transfer to the extent required by applicable law), (b) and (cii) above, be deemed to be cash for the purposes of this provision no Default is then continuing or for purposes of the second paragraph of this Section 4.10; andwould result therefrom.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale unless Sale, unless: (i) the Company or the applicable Restricted Subsidiaryany of its Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiarysuch Subsidiaries, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesSubordinated Indebtedness) that are assumed by the transferee of any such assets; assets or Equity Interests pursuant to an agreement that releases or indemnifies the Company or such Subsidiary, as the case may be, from further liability (bor are otherwise extinguished in connection with the transactions relating to such Asset Sale); (2) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted or reasonably expected to be converted by the Company acting in good faith by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received or expected to be received), or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days of the receipt thereof; and and (c3) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cSection 4.07(a)(ii)(3) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 million 100,000,000 and 5(y) 2.50% of Consolidated Total Assets Assets, calculated at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, will be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.07(a)(ii). (b) Within three hundred and sixty-five (365) days after the later of (x) the date of any Asset Sale and (y) the receipt of any Net Cash Proceeds of such Asset Sale, the Company or such Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale: (i) to reduce Indebtedness (through a prepayment, repayment or purchase, as applicable) as follows: (1) Obligations under the New Second Lien Secured Notes and New Third Lien Secured Notes, including by redemption or by purchasing the New Second Lien Secured Notes or New Third Lien Secured Notes, as applicable, through a tender offer, open-market purchases or in privately negotiated transactions; (2) ABL/FILO Obligations and Obligations under any other Credit Facility to the extent such Obligations were incurred under Section 4.04(b)(i); provided that for Indebtedness consisting of a revolving credit facility for working capital or general corporate purposes there shall be no requirement to correspondingly reduce commitments with respect thereto; or (3) to the extent such Net Cash Proceeds resulted from an Asset Sale of assets not constituting Collateral, Obligations of a Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Company or any Subsidiary Guarantor; or (ii) to make: (1) an Investment in any one or more businesses so long as such Investment in any business is in the form of the second paragraph acquisition of Capital Stock and results in the Company or any of its Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Subsidiary, (2) capital expenditures; or (3) acquisitions of, or investments in, other properties or assets; provided that such application of Net Cash Proceeds pursuant to each of Section 4.07(b)(ii)(1), Section 4.07(b)(ii)(2) and Section 4.07(b)(ii)(3) is used or useful in the business of the Company or a Similar Business or replace the businesses, properties and/ or assets that are the subject of such Asset Sale; provided further that the Company may elect to deem expenditures that otherwise would be permissible Investments, capital expenditures or acquisitions of other property or assets within the scope of Section 4.07(b)(ii)(1), Section 4.07(b)(ii)(2) and Section 4.07(b)(ii)(3), as applicable, that occur prior to the receipt of the Net Cash Proceeds from such Asset Sale to have been invested in accordance with this Section 4.07(b)(ii) (it being agreed that such deemed expenditure shall have been made no earlier than the earliest of (x) notice of such Asset Sale, (y) execution of a definitive agreement for such Asset Sale and (z) consummation of such Asset Sale); or (iii) any combination of Section 4.07(b)(i) and Section 4.07(b)(ii); provided that a binding commitment or letter of intent entered into not later than such 365th day shall be treated as a permitted application of such Net Cash Proceeds from the date of such commitment or letter of intent so long as the Company or such Subsidiary enters into such commitment or letter of intent with the good faith expectation that the Net Cash Proceeds will be applied to satisfy such commitment or letter of intent within the later of such three hundred and sixty-fifth (365th) day and one hundred and eighty (180) days of such commitment or letter of intent (an “Acceptable Commitment”) or, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Company or such Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within one hundred and eighty (180) days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall constitute Excess Proceeds. (c) Any amount of Net Cash Proceeds from any Asset Sale that are not utilized or applied as provided within the time period set forth in this Section 4.07 will be deemed to constitute “Excess Proceeds.” Notwithstanding the foregoing sentence, any amount of Proceeds offered to Holders pursuant to Section 4.07(b)(ii) in connection with an Asset Sale Offer made at any time after the Asset Sale will be deemed to have been applied as required and will not be deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of Excess Proceeds exceeds $93,750,000, the Company will make an open market offer (an “Asset Sale Offer”) to all Holders of New Third Lien Secured Notes and, if required by the terms of any Pari Passu Lien Indebtedness, to all holders of such Pari Passu Lien Indebtedness, to purchase the maximum principal amount of such New Third Lien Secured Notes and Pari Passu Lien Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in the Third Lien Indenture and the agreement governing such Pari Passu Lien Indebtedness. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $93,750,000 by transmitting electronically or by mailing to the Holders the notice required pursuant to the terms of the Third Lien Indenture, with a copy to the Third Lien Trustee or otherwise in accordance with the Applicable Procedures. The Company may satisfy the foregoing obligations with respect to such Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to the expiration of the application period or by electing to make an Asset Sale Offer with respect to such Net Cash Proceeds before the aggregate amount of Excess Proceeds exceeds $93,750,000. (d) To the extent that the aggregate amount of New Third Lien Secured Notes and other Indebtedness tendered or otherwise surrendered in accordance with the terms of this Section 4.104.07(b) is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Third Lien Indenture. If the aggregate principal amount of New Third Lien Secured Notes and Indebtedness tendered or otherwise surrendered by Holders in accordance with the terms of this section exceeds the amount of Excess Proceeds, the Company will select the New Third Lien Secured Notes (and the Company or its agents will select such Pari Passu Lien Indebtedness, if applicable) to be purchased in the manner set forth in Section 4.07(h). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the New Third Lien Secured Notes (and, if required by the terms thereof, all Pari Passu Lien Indebtedness), the Company need only make an Asset Sale Offer up to the outstanding aggregate principal amount of New Third Lien Secured Notes (and any such Pari Passu Lien Indebtedness), and any additional Excess Proceeds will not be subject to this covenant and will be permitted to be used for any purpose otherwise permitted by this Third Lien Indenture in the Company’s discretion. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the purchase of the New Third Lien Secured Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Third Lien Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Third Lien Indenture by virtue thereof. (f) The provisions under this Third Lien Indenture relative to the Company’s obligation to make an offer to repurchase the New Third Lien Secured Notes as a result of an Asset Sale may be waived or modified at any time with the written consent of the Holders of a majority in principal amount of the New Third Lien Secured Notes. (g) The ABL/FILO Facility limits, and future credit agreements or other agreements to which the Company becomes a party may prohibit or limit, the Company from purchasing any New Third Lien Secured Notes pursuant to an Asset Sale Offer. In the event the Company is prohibited from purchasing the New Third Lien Secured Notes, the Company may seek the consent of their lenders to the purchase of the New Third Lien Secured Notes or attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, they will remain prohibited from purchasing the New Third Lien Secured Notes. In such case, the Company’s failure to purchase tendered New Third Lien Secured Notes would not constitute an Event of Default under this Third Lien Indenture. If more New Third Lien Secured Notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such New Third Lien Secured Notes for purchase will be made in compliance with the requirements of the principal national securities exchange, if any, on which such New Third Lien Secured Notes are listed (but only to the extent that the Third Lien Trustee has been notified in writing of such listing by the Company) or if such New Third Lien Secured Notes are not listed, on a pro rata basis or as nearly a pro rata basis as practicable (with adjustments so that only New Third Lien Secured Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof), by lot or by such other method as the Third Lien Trustee will deem fair and appropriate (and in such manner as complies with applicable legal requirements, if any); andprovided that the selection of such New Third Lien Secured Notes for purchase will not result in a Holder with a principal amount of such New Third Lien Secured Notes less than the minimum denomination of $2,000. If all of such New Third Lien Secured Notes are in global form, interests in such New Third Lien Secured Notes to be redeemed will be selected for redemption by the Depositary in accordance with the Applicable Procedures. No New Third Lien Secured Note will be repurchased in part if less than the minimum denomination of such New Third Lien Secured Note would be left outstanding. (h) Notices of an Asset Sale Offer will be delivered or caused to be delivered, or in the case of New Third Lien Secured Notes in global form, delivered or cause to be delivered electronically in accordance with the Applicable Procedures, at least thirty (30) but not more than sixty (60) days before the purchase date to each Holder of New Third Lien Secured Notes at such Holder’s registered address, with a copy to the Third Lien Trustee, or otherwise in accordance with Applicable Procedures. If any New Third Lien Secured Note is to be purchased in part only, any notice of purchase that relates to such New Third Lien Secured Note will state the portion of the principal amount thereof that has been or is to be purchased. (i) A new New Third Lien Secured Note in principal amount equal to the unpurchased portion of any New Third Lien Secured Note purchased in part will be issued in the name of the Holder thereof upon cancellation of the New Third Lien Secured Note. On and after the purchase date, unless the Company defaults in payment of the purchase price, interest will cease to accrue on the New Third Lien Secured Notes or portions thereof purchased.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the applicable Restricted such Subsidiary, as the case may be, ) receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such the Asset Sale at least equal to the fair market value (as determined at the time of the assets sold or otherwise disposed of (contractually agreeing to such Asset Sale), as determined in good faith by the Company), of the assets or Capital Stock issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of clause (2) above, the amount of: of (ai) any liabilities (as shown on the Company’s or such Restricted the applicable Subsidiary’s most recent balance sheet or in the footnotes theretonotes thereto or, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s consolidated balance sheet or such Restricted Subsidiary’s balance or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or the Guarantees) that are assumed by the transferee of any such assets; assets and from which the Company and all Subsidiaries have been validly released by all creditors in writing, (bii) any securities, notes or other obligations securities received by the Company or any such Restricted Subsidiary from Subsidiaryfrom such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); ) within 180 days following the closing of such Asset Sale, and (ciii) any Designated Non-cash Non−cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Non−cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 2.5 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Non−cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or paragraph and for purposes no other reason. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or, if applicable, the Subsidiary) may apply those Net Proceeds at its option: (1) solely to the extent the assets disposed of in such Asset Sale was ABL Collateral, to reduce obligations, and correspondingly reduce commitments, under the ABL Facility; (2) to reduce obligations under other Indebtedness of the second Company that ranks pari passu with the Notes or Indebtedness of a Guarantor that ranks pari passu with such Guarantor’s Guarantee of the Notes (provided that if the Company or such Guarantor shall so reduce Obligations under Indebtedness that rank pari passu with the Notes or a related Guarantee (other than Secured Indebtedness), it will equally and ratably reduce Obligations under the Notes by making, or causing the Company to make, an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below) to all Holders to purchase at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, on the pro rata principal amount of Notes), in each case, other than Indebtedness owed to the Company or an Affiliate of the Company; (3) solely to the extent the assets disposed of in such Asset Sale were property securing Indebtedness, to reduce obligations under such Secured Indebtedness (and if such Indebtedness is revolving in nature, to correspondingly reduce commitments thereunder); (4) solely to the extent the assets disposed of in such Asset Sale were assets of a Subsidiary that is not a Guarantor, to reduce Indebtedness of such Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company); (5) to make (A) an investment in any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Subsidiary, (B) capital expenditures or (C) an investment in other non-current assets (other than Cash Equivalents, in the case of each of (A), (B) and (C), in each case (x) used or useful in a Permitted Business or (y) to replace the businesses, properties and/or assets that are the subject of such Asset Sale); and/or (6) any combination of the foregoing. provided that, in the case of clause (5) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such other Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within the time periods set forth above shall constitute “Excess Proceeds.” Pending the final application of any Net Proceeds, the Company or the applicable Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. When the aggregate amount of Excess Proceeds exceeds $10 million, the Company or the applicable Subsidiary will, within twenty (20) Business Days, make an offer (an “Asset Sale Offer”) to all Holders and holders of Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Section 4.18 with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of the Notes and such other Indebtedness that ranks pari passu with the Notes 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 thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or the applicable Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis and in accordance with the Applicable Procedures. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds hereunder will be reset at zero. To the extent Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Indebtedness that ranks pari passu with the Notes), the Company need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Indebtedness that ranks pari passu with the Notes), and any additional Excess Proceeds will not be subject to this covenant and will be permitted to be used for any purpose otherwise permitted hereunder in the Company’s discretion. Not later than twenty (20) Business Days after the date upon which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 4.10; and4.18. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. No later than 11:00 a.m. (New York City time) on the date of purchase, the Company shall deposit with the Trustee (or a Paying Agent, if not the Trustee) the purchase price for the tendered Notes and the Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Company to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.18. 50 Holders electing to have a Note purchased shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase shall be made by the Trustee, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements). Notices of an Asset Sale Offer shall be mailed by the Company by first class mail, postage prepaid, or otherwise delivered in accordance with the applicable procedures of DTC. If any Note is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that is to be purchased. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law. If the date of purchase is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the date of purchase, 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.

Asset Sales. The Company (a) MPM shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) MPM or any of the Company or the applicable Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by MPM) of the assets sold or otherwise disposed of of, and (as determined in good faith by the Company); (iiy) at least 75% of the consideration therefor received by the Company MPM or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the CompanyMPM’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company MPM or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations or other securities or assets received by the Company MPM or any such Restricted Subsidiary from such transferee that are converted by the Company MPM or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and , and (ciii) any Designated Non-cash Consideration received by the Company MPM or any of its the Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 53.0% of Total Assets and $70.0 million at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.06(a). (b) Within 365 days after MPM’s or for purposes any Restricted Subsidiary’s receipt of the second paragraph Net Proceeds of any Asset Sale, MPM or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option to any one or more of the following: (i) to repay (A) any First Priority Lien Obligations, (B) Indebtedness of a Restricted Subsidiary that is not a Note Guarantor; (C) the Notes; or (D) Pari Passu Indebtedness (provided that if MPM or any Note Guarantor shall so reduce Obligations under Pari Passu Indebtedness pursuant to this clause (D), MPM shall equally and ratably reduce Obligations under the Notes as provided pursuant to Article III, through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) and/or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, the pro rata principal amount of the Notes; (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of MPM or, if such Person is a Restricted Subsidiary of MPM, in an increase in the percentage ownership of such Person by MPM or any Restricted Subsidiary of MPM), assets, or property or capital expenditures, in each case used or useful in a Similar Business; or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of MPM or, if such Person is a Restricted Subsidiary of MPM, in an increase in the percentage ownership of such Person by MPM or any Restricted Subsidiary of MPM), properties or assets that replace the properties and assets that are the subject of such Asset Sale. In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, MPM or such Restricted Subsidiary may satisfy its obligation as to any Net Proceeds by entering into another binding commitment within nine months of such cancellation or termination of the prior binding commitment; provided, further that MPM or such Restricted Subsidiary may only enter into such a commitment under the foregoing provision one time with respect to each Asset Sale. Pending the final application of any such Net Proceeds, MPM or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not otherwise prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.104.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, MPM shall make an offer to all Holders of Notes (and, at the option of MPM, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000, 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 (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. MPM shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $20.0 million by electronically delivering, or mailing by first class mail, the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, MPM may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes (and such Pari Passu Indebtedness, as applicable) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) MPM shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations 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 provisions of this Indenture, MPM shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, MPM shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, MPM shall also irrevocably deposit with the Trustee or with a paying agent (or, if MPM or a Wholly Owned Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by MPM, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), MPM shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by MPM. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by MPM to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to MPM immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (e) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to MPM at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or MPM receive not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and Pari Passu Indebtedness, as applicable) are tendered pursuant to an Asset Sale Offer than MPM are required to purchase, the principal amount of Notes (and Pari Passu Indebtedness) to be purchased will be determined pro rata based on the principal amounts so tendered and the selection of the actual Notes of each series for purchase will be made by the Trustee on a pro rata basis to the extent practicable; andprovided that no Notes of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Indebtedness. (f) Notices of an Asset Sale Offer shall be delivered electronically or mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (iexcluding an Event of Loss for this purpose) unless: (1) 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 Equity Interests issued or sold or otherwise disposed of of; and (as determined in good faith by the Company); (ii2) at least 75% of the consideration received by the Company or the such Restricted Subsidiary, as the case may be, from such the Asset Sale shall be is in the form of (A) cash or Cash Equivalents; provided Equivalents or (B) properties and capital assets to be used by the Company or any Restricted Subsidiary in the Principal Business, or Capital Stock of a Person engaged in the Principal Business which becomes a Restricted Subsidiary of the Company, or any combination thereof (collectively, the “Cash Consideration”): provided, however, that the amount of: of (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes8.5% Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability (provided, however, that such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) and (b) any securities, notes or other obligations non-Cash Consideration received by the Company or any such Restricted Subsidiary from such transferee that are is converted by the Company or such Restricted Subsidiary into cash within 180 90 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision Section 10.14(a). (b) Notwithstanding the foregoing, the 75% limitation referred to in Section 10.14(a) shall be deemed satisfied with respect to any Asset Sale in which the cash or for purposes Cash Equivalents portion of the second paragraph consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. (c) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such an amount equal to those Net Proceeds, at its option, to: (1) prepay, repay, defease, redeem, purchase or otherwise retire any Secured Indebtedness, and, if the Secured Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) make a capital expenditure; or (3) acquire assets used in the Principal Business or to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged in the Principal Business. Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) enters into a binding written agreement irrevocably committing the Company or such Restricted Subsidiary to an application of funds of the kind described in clause (2) or (3) of this Section 4.1010.14(c), and as to which the only condition to closing is the receipt of required governmental approvals, the Company or such Restricted Subsidiary shall be deemed not to be in violation of this Section 10.14(c). Any Net Proceeds that are applied pursuant to clause (2) or (3) of this Section 10.14(c) pursuant to any such binding agreement shall be deemed to have been applied for such purpose within such 365-day period so long as they are so applied within two years after the date of receipt of such Net Proceeds. (d) Pending the final application of any 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. (e) An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in preceding paragraphs of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Company shall make an Asset Sale Offer to all Holders of 8.5% Notes and all holders of Pari Passu Indebtedness to purchase the maximum principal amount of 8.5% Notes and such 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 of the Indebtedness to be purchased plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase), and will be payable in cash, in accordance with the procedures set forth in this Indenture, in the case of the 8.5% Notes, or in the instruments governing the terms of the Pari Passu Indebtedness, in the case of such Pari Passu Indebtedness; 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 8.5% 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 8.5% Notes outstanding and the denominator of which is the aggregate principal amount of 8.5% Notes outstanding plus the aggregate principal amount of such Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of 8.5% Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to repurchase, the Company may use the difference between such amounts for purposes not otherwise prohibited by this Indenture. If the aggregate principal amount of 8.5% Notes surrendered by Holders thereof exceeds the amount that the Company is required by this Section 10.14 to repurchase, the Trustee shall select the 8.5% Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (f) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of Sections 8.1 and/or 10.16 and not by this Section 10.14. (g) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with each repurchase of 8.5% Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 10.14 (or compliance with the provisions of this Section 10.14 would constitute a violation of any such laws or regulations), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 10.14 by virtue of such compliance. (h) In the event that, pursuant to the preceding provisions of this Section 10.14, the Company is required to commence an offer to all Holders to purchase 8.5% Notes (an “Asset Sale Offer”), it will follow the procedures specified below. (i) The Asset Sale Offer shall be made to all Holders 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. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of 8.5% Notes and such other Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all 8.5% Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any 8.5% Notes so purchased will be made in the same manner as interest payments are made. (j) Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender 8.5% Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (1) that the Asset Sale Offer is being made pursuant to this Section 10.14 and the length of time the Asset Sale Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any 8.5% Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any 8.5% Note or portion thereof accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a 8.5% Note purchased pursuant to an Asset Sale Offer may elect to have 8.5% Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have 8.5% Notes purchased pursuant to any Asset Sale Offer will be required to surrender the 8.5% Note, with the form entitled “Option of Holder to Elect Purchase” attached to the 8.5% Notes completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, 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 8.5% Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such 8.5% Note purchased; (8) that, if the aggregate principal amount of 8.5% Notes and any Pari Passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the 8.5% Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of 8.5% Notes and such Pari Passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only 8.5% Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Holders whose 8.5% Notes were purchased only in part will be issued new 8.5% Notes equal in principal amount to the unpurchased portion of the 8.5% Notes surrendered (or transferred by book-entry transfer). (k) No later than 11:00 a.m., New York City time, on the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of 8.5% Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all 8.5% Notes tendered, and will deliver or cause to be delivered to the Trustee the 8.5% Notes properly accepted together with an Officers’ Certificate stating that such 8.5% Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 10.14. The Company, the depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the 8.5% Notes tendered by such Holder and accepted by the Company for purchase, and the Company, will promptly issue a new 8.5% Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new 8.5% Note to such Holder, in a principal amount equal to any unpurchased portion of the 8.5% Note surrendered. Any 8.5% Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Company (or the applicable a 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 (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of of; and (as determined in good faith by the Company); (ii2) at least 75% of the aggregate consideration received by the Company or and its Restricted Subsidiaries in the Restricted SubsidiaryAsset Sale, as together with all other Asset Sales since the case may be, from such Asset Sale shall be date hereof (on a cumulative basis) is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets. For purposes of this clause (2), each of the amount offollowing will be deemed to be cash: (a) any liabilities (as shown on the Company’s or such any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or as would be shown on such balance sheet or footnotes if such liability was incurred or accrued subsequent to the date of such balance sheet), such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms contractually subordinated in right of payment to the NotesNotes or any Guarantee) that (i) are assumed by the transferee of any such assets; assets pursuant to an agreement that releases the Company or such Restricted Subsidiary from further liability, or (ii) are otherwise released, discharged or forgiven; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are are, within 180 days after the Asset Sale, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (or Cash Equivalents, to the extent of the cash received)or Cash Equivalents received in that conversion; and and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that the time outstanding, not to exceed the greater of (x) $150 30.0 million and 5(y) 2.0% of Total the Company’s Consolidated Net Tangible Assets at the time as of the receipt date of the definitive agreement with respect to such Designated Non-cash Consideration (Asset Sale, with the fair market value of each item of Designated Non-cash Consideration being measured at as of the time received date of the definitive agreement with respect to such Asset Sale and without giving effect to subsequent changes in value; and (3) the Net Proceeds from any such Asset Sale of Notes Priority Collateral is paid directly by the purchaser thereof to the Collateral Trustee to be held in a Collateral Account for application in accordance with this Section 4.10. (b) Notwithstanding anything to the contrary in Section 4.10(a) hereof, the Company and its Restricted Subsidiaries will not be required to cause any Net Proceeds to be held in a Collateral Account in accordance with Section 4.10(a)(3) hereof except to the extent the aggregate Net Proceeds from all Asset Sales of Notes Priority Collateral that (x) are not held in a Collateral Account and (y) have not been previously applied in accordance with the provisions of the following paragraphs relating to the application of Net Proceeds from Asset Sales of Notes Priority Collateral, exceed $25.0 million. (c) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds at its option to any combination of the following: (1) to repay Cash Flow Obligations; provided that if the Company or any Restricted Subsidiary shall so repay any Cash Flow Obligations not consisting of Notes Obligations, the Company will equally and ratably reduce Cash Flow Obligations with respect to the Notes as provided under Section 3.07 through open-market purchases (provided that such purchases are not less than 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price not less than 100% of the principal amount thereof (provided that (i) such Cash Flow Obligations will be deemed repaid to the extent of the amount of any such offer, whether or not accepted by the holders of such Cash Flow Obligations, and (ii) if the holder of any Cash Flow Obligations declines the repayment of such Cash Flow Obligations owed to it from such Net Proceeds, such amount will be deemed repaid to the extent of the declined Net Proceeds); provided further, shallhowever, in each that to the extent such Net Proceeds constitute proceeds from the sale of (aA) ABL Priority Collateral, such Net Proceeds may be applied to repay obligations under the ABL Credit Agreement, and (B) assets of a Restricted Subsidiary that is not a Guarantor, such Net Proceeds may be applied to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor; or (2) to acquire all or substantially all of the properties or assets of a Person primarily engaged in a Permitted Business if, after giving effect to such acquisition, such Person is or becomes a Restricted Subsidiary of the Company; (3) to acquire any Capital Stock of a Person operating a Permitted Business if, after giving effect to such acquisition, such Person operating a Permitted Business is or becomes a Restricted Subsidiary of the Company; (4) to make capital expenditures in respect of the Company’s or its Restricted Subsidiaries’ Permitted Business or make an Investment in Replacement Assets; or (5) to acquire other assets that are used or useful in a Permitted Business or make an Investment in assets that will be used or useful in the Company’s or any Restricted Subsidiary’s business. The requirement of clause (2), (b3), (4) and or (c5) above, of this Section 4.10(c) shall be deemed to be cash for satisfied if a bona fide binding contract committing to make the purposes acquisition, purchase, Investment or expenditure referred to therein is entered into by the Company (or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Company) within the time period specified in this provision Section 4.10(c) and such Net Proceeds are subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into. Pending the final application of any such Net Proceeds, the Company may utilize such Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section Section 4.10(c) hereof will constitute “Excess Proceeds” (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in Sections 4.10(c)(1) hereof shall be deemed to have been invested whether or not such offer is accepted). (e) Within 10 Business Days after the aggregate amount of Excess Proceeds exceeds $25.0 million (or, at the Company’s option, on any earlier date or for purposes any lesser amount), the Company will make an offer (an “Asset Sale Offer”) in accordance with the procedures of Section 3.09 to all Holders, and all holders of other Cash Flow Obligations containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem the maximum principal amount of Notes and such other Cash Flow Obligations (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the second paragraph Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Cash Flow Obligations tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Trustee or agent for such other Cash Flow Obligations shall select such Cash Flow Obligations to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such 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) but with such adjustments as necessary so that no Notes or other Cash Flow Obligations is purchased in part in an unauthorized denomination. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (f) 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 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 Section 3.09 hereof or this Section 4.10; and, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Company Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, consummate an Asset Sale unless (including a Sale and Lease-Back Transaction), unless: (i) the Company Issuers or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) at least 75% of the consideration therefor received by the Company Issuers or the Restricted Subsidiarya Guarantor, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a1) any liabilities (as shown on the Company’s Issuers' or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretothereto or, or if incurred or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s Issuers' or such Restricted Subsidiary’s 's balance sheet or in the footnotes thereto if such incurrence or accrual increase had taken place on or prior to the date of such balance sheet, as determined by the Company) Issuers), contingent or otherwise, of the Company Issuers or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated to the Notes) Securities, that are assumed by the transferee of any such assets; assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Issuers and all of its Restricted Subsidiaries have been validly released by all creditors in writing, and (b2) any securities, notes or other obligations or assets received by the Company Issuers or any such Restricted Subsidiary from such transferee that are converted by the Company Issuers or such Restricted Subsidiary into cash within 180 days of the receipt thereof Cash Equivalents (to the extent of the cash Cash Equivalents received); and (c) any Designated Non-cash Consideration received by within 30 days following the Company or any closing of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueSale, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.06(a); and (iii) such Asset Sale does not include any intellectual property, permits or licenses (or any rights therein) that are material to the conduct of the business of the Issuers or and their Restricted Subsidiaries, taken as a whole. (b) Within 60 days after the receipt of Net Proceeds from any Asset Sale which cumulatively, with the Net Proceeds of any previous Assets Sales (excluding any Net Proceeds (i) voluntarily applied to redeem the Securities or that will be applied to redeem the Securities pursuant to an irrevocable notice of redemption issued in accordance with this Indenture or (ii) of ABL Priority Collateral that are required to be applied to repay outstanding Indebtedness under the ABL Credit Agreement), exceeds $5.0 million (the "Asset Sale Offer Threshold"), the Issuers shall make an offer to all Holders of the Securities (an "Asset Sale Offer") to purchase the maximum aggregate principal amount of the Securities that is at least $250,000 and an integral multiple of $1.00 in excess thereof with such Net Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, or 100% of the accreted value thereof, if less, plus accrued and unpaid interest (including PIK Interest) to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee, or otherwise delivered in accordance with the procedures of DTC. To the extent that the aggregate amount of Securities tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Threshold, the Issuers may use such Net Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture and such Net Proceeds shall no longer be included for purposes of determining the second paragraph Asset Sale Offer Threshold. If the aggregate principal amount of Securities surrendered in an Asset Sale Offer exceeds the amount of such Net Proceeds with which an Asset Sale Offer is being made, the Trustee shall select the Securities to be purchased in the manner described in Section 3.04. Pending the final application of any Net Proceeds, the Company shall deposit such Net Proceeds in an account in which the Collateral Trustee has a perfected security interest for the benefit of the Secured Parties in accordance with the applicable Lien priorities described in the Intercreditor Agreements. 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 or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10; andIndenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (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 sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company); ; (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or the Guarantees) that are assumed by the transferee of any such assets; assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing; (bB) 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 within 180 days of the receipt thereof (to the extent of the cash received); and ; (cC) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 75 million and 5(y) 7.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (D) any Productive Assets, shall, in each of clauses (aA), (bB), (C) and (cD) above, be deemed to be cash for the purposes of this provision Section 4.08(a); 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: (A) to prepay any Obligations under a Debt Facility or Obligations under Senior Debt that are secured by a Lien, which Lien is permitted by this Indenture and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or, if required by a Debt Facility, effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to prepay the Obligations under other Senior Debt and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility; provided that to the extent the Company prepaid Obligations under Senior Debt other than the Notes, the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.03 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, (C) to prepay Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company, a Guarantor or another Restricted Subsidiary, (D) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary by the end of such 365-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into and, with respect to the amount of such investment, the reference to the 366th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 366th day)), and (E) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A), (iii)(B), (iii)(C), and (iii)(D). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary 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 Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B), (iii)(C), (iii)(D) or (iii)(E) above (the “Asset Sale Offer Trigger Date”), such aggregate amount of Net Cash Proceeds that have not been applied as set forth in clauses (iii)(A), (iii)(B), (iii)(C) (iii)(D) or (iii)(E) above on or before such Asset Sale Offer Trigger Date (each an “Asset Sale Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Asset Sale Offer”) on a date (the “Asset Sale Offer Payment Date”) not less than 15 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Indebtedness of the Company or a Restricted Subsidiary ranking pari passu with the Notes requiring the making of such an offer (the “Pari Passu Debt”) on a pro rata basis, the maximum amount of Notes and such other Pari Passu Debt that may be purchased with the Asset Sale Offer Amount at a price equal to 100% of their principal amount, plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in respect of such other Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Pari Passu Debt), in accordance with the procedures (including pro rating in the event of oversubscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this Indenture. (b) If at any time any non-cash consideration (including any Designated Non-cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.08. (c) Notwithstanding the foregoing, if the Asset Sale Offer Amount is less than $50.0 million, the application of the Net Cash Proceeds constituting such Asset Sale Offer Amount to an Asset Sale Offer may be deferred until such time as such Asset Sale Offer Amount plus the aggregate amount of all Asset Sale Offer Amounts arising subsequent to the Asset Sale Offer Trigger Date relating to such initial Asset Sale Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $50.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Asset Sale Offer Amounts that have been so deferred to make an Asset Sale Offer (the first date the aggregate of all such deferred Asset Sale Offer Amounts is equal to $50.0 million or more shall be deemed to be an Asset Sale Offer Trigger Date). Each Asset Sale Offer will be mailed or sent electronically to the record Holders as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.05 hereof. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in, in a minimum of $2,000 or in integral multiples of $1,000 in excess thereof (provided that no Note will be purchased in part if such Note would have a remaining amount of less than $2,000), in exchange for cash. To the extent Holders properly tender Notes (and, if applicable, holders of Pari Passu Debt, tender Pari Passu Debt) in an aggregate amount exceeding the Asset Sale Offer Amount, Notes of tendering Holders and Pari Passu Debt of holders thereof will be purchased on a pro rata basis (based on amounts tendered). To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Asset Sale Offer Amount for general corporate purposes or for purposes any other purpose not prohibited by this Indenture. Upon completion of any such Asset Sale Offer, the second paragraph Asset Sale Offer Amount 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 this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10; and4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless (except with respect to an Event of Loss) unless: (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 Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: (a1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Notes Guarantee thereof) that are assumed by the transferee of any such assets; assets and with respect to which the Company or such Restricted Subsidiary is unconditionally released from further liability; (b2) (A) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 90 days by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash received); or Cash Equivalents received in that conversion) and (cB) any Designated Non-cash Consideration received accounts receivable of a business retained by the Company or any of its Restricted Subsidiaries Subsidiaries, as the case may be, following the sale of such business that (i) are not past due more than 30 days and (ii) do not have a payment date greater than 90 days from the date of the invoices creating such accounts receivable; and (3) any Designated Non-Cash Consideration received by the Company or any such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 Sale; provided that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Cash Consideration, the aggregate Fair Market Value of all Designated Non-Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, less the amount of Net Proceeds previously realized in each cash or Cash Equivalents from the sale of previously received Designated Non-Cash Consideration is less than the greater of (a), (bi) $15.0 million and (cii) above3% of Consolidated Tangible Assets, will be deemed to be cash for the purposes of this provision Section 5.10. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale by the Company or for purposes a Restricted Subsidiary of the second Company, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (i) to permanently reduce Indebtedness under the Credit Facilities (and to correspondingly reduce commitments with respect thereto); (ii) with respect to Asset Sales of assets of a Restricted Subsidiary of the Company that is not a Guarantor, to permanently reduce Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (and to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Company or another Subsidiary of the Company; (iii) to the extent the Asset Sale constituted the sale of consumer loans, or other loans generated through the conduct of Similar Businesses, to the making of advances and the extension of credit to customers in the ordinary course of business consistent with past practice that are either (A) recorded as accounts receivable or consumer loans on the consolidated balance sheet of the Company or (B) consumer loans the making of which are facilitated by the Company or a Restricted Subsidiary acting as a credit services organization or similar services provider in an amount no greater than the cash used to cash collateralize or repurchase such loans; and/or (iv) to the making of a capital expenditure or the acquisition of a controlling interest in another business or other assets, in each case, that are used or useful in a Similar Business or that replace the assets that are the subject of such Asset Sale. (c) Pending the final application of any such Net Proceeds, the Company or a Restricted Subsidiary of the Company may temporarily reduce Indebtedness under the Credit Facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested (by election or as a result of the passage of time) as provided in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be required to make an offer (an “Asset Sale Offer”) to all holders of Notes and all holders of Pari Passu Indebtedness evidenced or governed by Pari Passu Payment Lien Documents containing provisions similar to those set forth in this Indenture to purchase from such holders on a ratable basis the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price for such Asset Sale Offer shall be an amount in cash equal to 100% of the principal amount of the Notes and such Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of the Excess Proceeds, the Trustee will select the Notes and the applicable agent or representative of the holders of such Pari Passu Indebtedness or the Company will select such Pari Passu Indebtedness to be purchased on a pro rata basis based upon the principal amount of Notes tendered and the principal amount or accreted value, as applicable, of such Pari Passu Indebtedness tendered (subject to adjustments so that no Notes in an unauthorized denomination are repurchased in part). Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and may not be reissued. (e) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture (including Section 4.10; and3.09), the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) at least 7575.0% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) Securities), that are assumed by the transferee of any such assets; , (bii) 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 within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (ciii) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 25.0 million and 5or (y) 10% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision and for no other purpose. (b) Within 365 days after the Company's or for purposes any Restricted Subsidiary's receipt of the second paragraph Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i) to permanently reduce (x) Obligations under the Senior Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Indebtedness (other than Subordinated Indebtedness) (provided that if the Company shall so reduce Obligations under such Indebtedness, it shall equally and ratably reduce Obligations under the Securities if the Securities are then prepayable or, if the Securities may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase the amount of Securities that would otherwise be prepaid at a price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase) or (y) Indebtedness of a Wholly-Owned Restricted Subsidiary (other than Indebtedness owed to the Company or another Restricted Subsidiary), (ii) to an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are the subject of such Asset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of this Section 4.104.06(b) shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer to all Holders (an "Asset Sale Offer") to purchase the maximum principal amount of Securities, that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for the closing of such offer (the "Offered Price"). Within 10 Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall give to each Holder, with a copy to the Trustee, a notice stating: (i) that the Holder has the right to require the Company to repurchase such Holder's Securities at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Securities tendered; (ii) the date of purchase of Securities pursuant to the Asset Sale Offer (the "Asset Sale Purchase Date"), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that the Offered Price will be paid to Holders electing to have Securities purchased on the Asset Sale Purchase Date, provided that a Holder must surrender its Security to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date; (iv) any Security not tendered will continue to accrue interest pursuant to its terms; (v) that unless the Company defaults in the payment of the Offered Price, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date; (vi) that Holders will be entitled to withdraw their tendered Securities and their election to require the Company to purchase such Securities, provided that the Company receives, not later than the close of business on the third Business Day preceding the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities tendered for purchase, and a statement that such Holder is withdrawing its election to have such Securities purchased; (vii) that the Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (viii) the instructions a Holder must follow in order to have his Securities purchased in accordance with this Section 4.06. (c) To the extent that the aggregate amount of Securities 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 Securities surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(d). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) If more Securities are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Securities for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $1,000 or less shall be purchased in part. (e) Notices of purchase shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the Asset Sale Purchase Date to each Holder of Securities to be purchased at such Holder's registered address. If any Security is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that has been or is to be purchased. A new Security in principal amount equal to the unpurchased portion of any Security purchased in part shall be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the Asset Sale Purchase Date unless the Company defaults in payment of the Offered Price, interest shall cease to accrue on Securities or portions thereof purchased. (f) The Company shall comply with the requirements of Rule 14e-l 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 Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the 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 described in this Indenture by virtue thereof.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (it being understood that dispositions of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole (including by way of merger or consolidation), will be governed by Section 5.01 as applicable, and not by this Section 4.12): (i) the Company (or the applicable 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 Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that Qualified Proceeds. For purposes of clause (ii), each of the amount offollowing shall be deemed cash: (a) the amount (without duplication) of any Indebtedness or other liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) 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 of the Notes) that are satisfied or assumed by the transferee in such Asset Sale pursuant to a customary assumption or novation agreement or by operation of any law that releases the Company or such assets; Restricted Subsidiary from further liability; (b) the amount of any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days converted by the Company or such Restricted Subsidiary into to cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents actually so received); and and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time then outstanding, not to exceed the greater of (x) $150 100.0 million and 5(y) 12.5% of Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, or with respect to Net Proceeds from an Asset Sale committed to be applied in accordance with the paragraphs below during such 365-day period, within 180 days after such initial 365 day period, the Company or any Restricted Subsidiary may apply the Net Proceeds, at its option, (a) to repay or otherwise retire amounts owing under the Credit Agreement in accordance with the Credit Agreement and to correspondingly reduce commitments with respect thereto, (b) to repay or otherwise retire amounts owing under other Secured Indebtedness (other than subordinated obligations), shallwhich Secured Indebtedness is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto, (c) to the acquisition of a majority of the assets of, or a majority of the Voting Stock of, another Permitted Business, to making a capital expenditure for the construction, repair, improvement or acquisition of assets that are used or useful in each a Permitted Business (or commitment to do any of the foregoing, provided that this commitment or its reasonable replacement is consummated substantially in accordance with its terms), and/or (d) for a combination of uses described in clauses (a), (b) and or (c) above). Pending the final application of any Net Proceeds, the Company and its Restricted Subsidiaries 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 immediately preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will be cash for required to make an offer to all Holders of Notes with a copy to the purposes Trustee (an “Asset Sale Offer”) to purchase the maximum principal amount of this provision or for purposes Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the second paragraph Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon, if any, to, but not including, the date of repurchase, in accordance with the procedures set forth in this Section 4.10; andIndenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use the Excess Proceeds for any general corporate purpose. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, subject to Applicable Procedures in the case of Notes represented by one or more Global Notes, the Trustee will select the Notes and the Company will select such other pari passu Indebtedness to be purchased on a pro rata basis based on the value or principal amount of the Notes or such pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale Sale, unless (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 (as conclusively determined by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that for purposes of this provision, (x) the amount of: of (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet of the Company or such Subsidiary or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesSecurities or the Guarantees) that are assumed by the transferee of any such assets; assets and (bB) any securities, notes securities 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 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 (which may be subject to customary conditions) from a nationally recognized investment, merchant or commercial bank to convert into cash or Cash Equivalents within 180 90 days of the receipt thereof consummation of such Asset Sale and which are thereafter actually converted into cash or Cash Equivalents within such 90-day period) shall be deemed to be cash or Cash Equivalents (but shall not be deemed to the extent be Net Proceeds for purposes of the following provisions until reduced to cash received); or Cash Equivalents) and (cy) the fair market value of any Designated Non-cash Cash Consideration received by the Company or a Subsidiary in any of its Restricted Subsidiaries in such Non-Qualified Asset Sale having an shall be deemed to be cash to the extent that the aggregate fair market value, taken together with value (as conclusively determined by resolution of the Board of Directors set forth in any Officers' Certificate delivered to the Trustee) of all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to any subsequent changes in value)) received by the Company or any of its Subsidiaries since the Issue Date in all Non-Qualified Asset Sales does not exceed 6% of the Company's Stockholders' Equity as of the date of such consummation. Notwithstanding the foregoing, shallto the extent the Company or any of its Subsidiaries receives Non-Cash Consideration as proceeds of an Asset Sale, in each of (a), (b) and (c) above, such Non-Cash Consideration shall be deemed to be cash for the purposes of this provision or Net Proceeds for purposes of (and shall be applied in accordance with) the second paragraph following provisions when the Company or such Subsidiary receives cash or Cash Equivalents from a sale, repayment, exchange, redemption or retirement of or extraordinary dividend or return of capital on such Non-Cash Consideration. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Subsidiary may apply such Net Proceeds (i) to purchase one or more Nursing Facilities or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Nursing Facilities and/or one or more Related Businesses, (ii) to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any business in which the Company is permitted to be engaged pursuant to Section 4.15 hereof or (iii) to permanently reduce Indebtedness (other than Subordinated Indebtedness) of the Company or its Subsidiaries. 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 the terms hereof. Any Net Proceeds from Asset Sales that are not so invested or applied shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25 million, the Company shall make an offer to all Holders of Securities and holders of any other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with proceeds from any Asset Sales, pro rata in proportion to the respective principal amounts of the Securities and such other Indebtedness then outstanding (a "Senior Asset Sale Offer") to purchase the maximum principal amount of Securities and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Purchase Price"), in accordance with the procedures set forth in Section 2.15 hereof. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to a Senior Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes not prohibited at the time by the provisions of this Section 4.10; andIndenture. If the aggregate principal amount of Securities and such other Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Securities and such other Indebtedness shall be purchased on a pro rata basis. Upon completion of a Senior Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The disposition of used, worn out, obsolete or surplus property by any Company shall notin the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, and shall not permit 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 of its Restricted Subsidiaries to, consummate an other Asset Sale unless (i) other than the Company Equity Interests of any German Borrower Holding Company, Aleris German Non-Wholly Owned Subsidiary, or the applicable Wholly Owned Subsidiary, in each case that is a Restricted Subsidiary, as unless, after giving effect to any such Asset Sale, such person either ceases to be a Restricted Subsidiary or, in the case may beof an Excluded Collateral Subsidiary, receives consideration at the time of such Asset Sale at least equal to the becomes a Joint Venture Subsidiary) for fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) value, with at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for all such Asset Sale Sales or related Asset Sales in which the consideration received exceeds $50,000,000 payable in cash upon such sale (provided, however, that for the purposes of this clause (b), the following shall be in the form of cash or Cash Equivalents; provided that the amount of: deemed to be cash: (ai) any liabilities (as shown on the Designated Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Designated Company or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Holdings, the Designated Company and all of any such assets; its Restricted Subsidiaries (band, on and after the Specified AV Minerals Joinder Date, AV Minerals) shall have been validly released by all applicable creditors in writing, (ii) any securities, notes or other obligations securities received by the Designated Company or any such the applicable Restricted Subsidiary from such transferee that are converted by the Designated Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of the applicable Asset Sale, and (ciii) any Designated Nonaggregate non-cash Consideration consideration received by the Designated Company or any of its the applicable Restricted Subsidiaries in such Asset Sale Subsidiary having an aggregate fair market valuevalue (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, taken together 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 all 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 Designated 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 227 1031947.12E-CHISR1060441.10-CHISR01A - MSW 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 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 Consideration received and Cash Equivalents in 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 and, on and after the Specified AV Minerals Joinder Date, AV Minerals), (ii) by any Restricted Grantor to 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 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 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 Closing Date, (v) by any 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 does not exceed the fair market value of the property transferred, and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer 228 1031947.12E-CHISR1060441.10-CHISR01A - MSW from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; provided, further, that (I) any Asset Sale of Equity Interests of a Subsidiary of the Designated Company permitted under this clause (h) (such Subsidiary, the “Transferred Company”) from an Unrestricted Grantor to a Restricted Grantor shall be conditioned on (1) the satisfaction of the Transfer Conditions as of the date of such transaction and (2) either the creation or existence of an Interim Holding Company, in each case that (X) is a direct Wholly Owned Subsidiary of such Restricted Grantor and that directly owns 100% of the Equity Interests of such Transferred Company after giving effect to such Asset Sale; provided, that if such Transferred Company is an Aleris German Non-Wholly Owned Subsidiary, the Tulip Foundation may continue to directly or indirectly own Equity Interests in such Aleris German Non-Wholly Owned Subsidiary so long as the Tulip Conditions are satisfied at all times and any other Aleris German Non-Wholly Owned Subsidiary that owns such Transferred Company prior to the occurrence of such transfer may continue to own Equity Interests in such Transferred Company, (Y) has complied with the Joinder Requirements and (Z) shall not be permitted to own, on and after the date of such action, any assets other than the Permitted Holding Company Assets (II) solely with respect to the pledge of Equity Interests in or by any Interim Holding Company in connection with a transaction permitted under this clause (h) that complies with the requirements of clauses (I)(X) through (I)(Z) above, and so long as the Transfer Conditions are satisfied as of the date of such transaction, the re-starting of any fraudulent conveyance, fraudulent transfer, preference or hardening period with respect to any Security Document or Lien under any Requirement of Law shall not, in itself, constitute a violation of clause (A)(1) or clause (A)(2) of the second proviso to this clause (h), and (III) so long as the Transfer Conditions are satisfied as of the date of such transaction, any guaranty or pledge limitations under the laws of the jurisdiction of organization of (X) an Interim Holding Company with respect to the enforcement of the pledge of Equity Interests directly held by the Loan Party that owns the Equity Interests of such Interim Holding Company, or (Y) any Restricted Grantor that acquires assets pursuant to this clause (ch) after December 14with respect to the enforcement of the pledge of such assets acquired by such Restricted Grantor, 2010 that in the case of clauses (III)(X) and (III)(Y), shall not, in itself, constitute a violation of clause (A)(1) or clause (A)(2) of the second proviso to this clause (h); (i) the Companies may consummate Asset Swaps so long as (x) each such sale is in an arm’s-length transaction and the applicable Company receives at that time outstandingleast fair market value consideration (as determined in good faith by such Company), (y) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (z) the aggregate fair market value of all assets sold pursuant to this clause (i) shall not to exceed the greater of $150 million and 5(1) 2% of Total Consolidated Net Tangible Assets and (2) $100,000,000 in the aggregate since the Closing Date; provided that so long as the assets acquired by any Company 229 1031947.12E-CHISR1060441.10-CHISR01A - MSW new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as the security interests in such transferred Subsidiary in effect immediately prior to such transfer (it being understood that registration of such pledge may take place following such transfer to the extent required by applicable law)) and (ii) no Default is then continuing or would result therefrom; (r) sales, transfers and other dispositions of Inventory in order to finance working capital; provided that no Default shall be outstanding after giving effect thereto and (A) with respect to any such sale, transfer of disposition by a Company that is organized in a Principal Jurisdiction, such transaction is a Permitted German Alternative Financing, (B) with respect to any such sale, transfer or 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 this 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 receipt then outstanding Receivables of such Designated a Company that is organized in a Non-cash Consideration Principal Jurisdiction subject to a Permitted Factoring Facility pursuant to Section 6.06(e) at such time, plus (with z) the fair market value of each item of Designated aggregate consideration received by a Company that is organized in a Non-cash Consideration being measured Principal Jurisdiction for Asset Sales permitted under this 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, 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 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 this 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 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 this 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 without giving effect to subsequent changes in valueany Permitted Customer Account Financing), shall, in each shall not exceed the greater of (a), (bx) 15% of Consolidated Net Tangible Assets and (cy) above, be deemed $750,000,000; (s) Asset Sales of 100% of the Equity Interests of any Chinese Subsidiary of the Designated Company to be cash a Chinese holding company that is a direct Wholly Owned Subsidiary of the Designated Company; provided that (i) any security interests granted to the Collateral Agent for the purposes benefit of this provision or any Secured Parties pursuant to the relevant Security Documents in the Equity Interests so transferred shall be replaced by security interests granted to the Collateral Agent for purposes the benefit of the second paragraph relevant Secured Parties pursuant to the relevant Security Documents in 100% of this Section 4.10; andthe Equity Interests of such holding company Subsidiary, which new security interests shall be 231 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (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 sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company); ; (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or the Guarantees) that are assumed by the transferee of any such assets; assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing; (bB) 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 within 180 days of the receipt thereof (to the extent of the cash received); and ; (cC) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 75.0 million and 5(y) 7.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (D) any Productive Assets, shall, in each of clauses (aA), (bB), (C) and (cD) above, be deemed to be cash for the purposes of this provision Section 4.08(a); 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: (A) to prepay any Obligations under the Debt Facility or Obligations under Senior Debt that are secured by a Lien, which Lien is permitted by this Indenture and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or, if required by the Debt Facility, effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to prepay the Obligations under other Senior Debt and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility; provided that to the extent the Company prepaid Obligations under Senior Debt other than the Notes, the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.03 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, (C) to prepay Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company, a Guarantor or another Restricted Subsidiary, (D) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary by the end of such 365-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into and, with respect to the amount of such investment, the reference to the 366th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 366th day)), and (E) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A), (iii)(B), (iii)(C), (iii)(D) and (iii)(E). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary 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 Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B), (iii)(C), (iii)(D) or (iii)(E) above (the “Asset Sale Offer Trigger Date”), such aggregate amount of Net Cash Proceeds that have not been applied as set forth in clauses (iii)(A), (iii)(B), (iii)(C) (iii)(D) or (iii)(E) above on or before such Asset Sale Offer Trigger Date (each an “Asset Sale Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Asset Sale Offer”) on a date (the “Asset Sale Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Indebtedness of the Company or a Restricted Subsidiary ranking pari passu with the Notes requiring the making of such an offer (the “Pari Passu Debt”) on a pro rata basis, the maximum amount of Notes and such other Pari Passu Debt that may be purchased with the Asset Sale Offer Amount at a price equal to 100% of their principal amount, plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in respect of such other Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Pari Passu Debt), in accordance with the procedures (including pro rating in the event of oversubscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this Indenture. (b) If at any time any non-cash consideration (including any Designated Non-cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.08. (c) Notwithstanding the foregoing, if the Asset Sale Offer Amount is less than $50.0 million, the application of the Net Cash Proceeds constituting such Asset Sale Offer Amount to an Asset Sale Offer may be deferred until such time as such Asset Sale Offer Amount plus the aggregate amount of all Asset Sale Offer Amounts arising subsequent to the Asset Sale Offer Trigger Date relating to such initial Asset Sale Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $50.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Asset Sale Offer Amounts that have been so deferred to make an Asset Sale Offer (the first date the aggregate of all such deferred Asset Sale Offer Amounts is equal to $50.0 million or more shall be deemed to be an Asset Sale Offer Trigger Date). Each Asset Sale Offer will be mailed or sent electronically to the record Holders as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.05 hereof. Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in, in a minimum of $2,000 or in integral multiples of $1,000 in excess thereof (provided that no Note will be purchased in part if such Note would have a remaining amount of less than $2,000), in exchange for cash. To the extent Holders properly tender Notes (and, if applicable, holders of Pari Passu Debt, tender Pari Passu Debt) in an aggregate amount exceeding the Asset Sale Offer Amount, Notes of tendering Holders and Pari Passu Debt of holders thereof will be purchased on a pro rata basis (based on amounts tendered). To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Asset Sale Offer Amount for general corporate purposes or for purposes any other purpose not prohibited by this Indenture. Upon completion of any such Asset Sale Offer, the second paragraph Asset Sale Offer Amount 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 this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10; and4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.

Asset Sales. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless unless: (i1) the Company Issuer or the applicable such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (2) except in the case of (as determined in good faith by the Company); (ii) a Permitted Asset Swap, at least 7575.0% of the consideration (measured at the time of contractually agreeing to such Asset Sale) for such Asset Sale, together with all other Asset Sales completed or contractually agreed upon since September 2, 2020 (on a cumulative basis), received (or to be received) by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents. (b) Within 12 months after the later of (A) the date of any Asset Sale and (B) receipt of any Net Proceeds from any Asset Sale (the “Asset Sale Proceeds Application Period”), the Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale (the “Applicable Proceeds”), (1) to the extent the assets or property disposed of in the Asset Sale constituted Collateral, to repay (i) Obligations under the Notes or (ii) any Additional Equal Priority Obligations, and in each case, in the case of revolving obligations (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; (2) to the extent the assets or property disposed of in the Asset Sale did not constitute Collateral: (i) to repay (y) Obligations under the Notes or (z) any Additional Equal Priority Obligations, and in each case, in the case of revolving obligations (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; provided that if the Issuer or any Restricted Subsidiary shall repay any Additional Equal Priority Obligations pursuant to clause (z) above, the Issuer or such Restricted Subsidiary will either (A) reduce the aggregate principal amount of Obligations under the Notes on a ratable basis with any such Obligations under the Additional Equal Priority Obligations repaid pursuant to this clause (2)(i) by, at its option, (1) redeeming Notes as provided under Article 3 and/or (2) purchasing Notes through open-market purchases or in privately negotiated transactions (which may be below par) and/or (B) make an offer (in accordance 127 with the provisions set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with any Obligations under the Additional Equal Priority Obligations repaid pursuant to this clause (2)(i) for no less than 100.0% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, thereon (which offer shall be deemed to be an Asset Sale Offer for purposes hereof); or (ii) to repay Obligations under any Senior Indebtedness (other than any Senior Indebtedness referred to in clause (2)(i) above), and in the case of revolving obligations (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; provided that the Issuer or such Restricted Subsidiary will either (A) reduce the aggregate principal amount ofof Obligations under the Notes on a ratable basis with any such Senior Indebtedness repaid pursuant to this clause (2)(ii) by, at its option, (1) redeeming Notes as provided under Article 3 and/or (2) purchasing Notes through open-market purchases or in privately negotiated transactions (which may be below par) and/or (B) make an offer (in accordance with the provisions set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with any Senior Indebtedness repaid pursuant to this clause (2)(ii) for no less than 100.0% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, thereon (which offer shall be deemed to be an Asset Sale Offer for purposes hereof); (3) to invest in the business of the Issuer and its Subsidiaries, including (i) any investment in Additional Assets, (ii) making capital expenditures in respect of assets used or useful in a Similar Business, (iii) any investment in any property or other assets that replace the businesses, properties and/or assets that are the subject of such Asset Sale and (iv) in the case of proceeds of sales of assets or property of a Qualified Liquefaction Development Entity, depositing such proceeds in a construction fund, escrow or similar account to be used solely for the purpose of capital expenditures of such entity or the acquisition, construction or improvement of assets of such entity; (4) to the extent the assets or property disposed of in the Asset Sale did not constitute Collateral, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or a Guarantor, and, in the case of revolving obligations (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; or (5) any combination of the foregoing; provided that, in the case of clause (3) above, a binding commitment or letter of intent shall be treated as a permitted application of the Applicable Proceeds from the date of such commitment or letter of intent so long as the Issuer or such Restricted Subsidiary enters into such commitment or letter of intent with the good faith expectation that such Applicable Proceeds will be applied to satisfy such commitment or letter of intent within 180 days of the expiration of the Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Applicable Proceeds are actually applied in such manner within 180 days of the expiration of the Asset Sale Proceeds (c) If the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, Equal Priority Obligations and/or Pari Passu Indebtedness, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuer may use any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes or the Equal Priority Obligations and/or Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Notes shall be selected pro rata (subject to applicable DTC procedures as to global notes) and the Issuer or the representative of such Equal Priority Obligations and/or Pari Passu Indebtedness shall select such Equal Priority Obligations and/or Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes and such Equal Priority Obligations and/or Pari Passu Indebtedness tendered, with adjustments as necessary so that no (d) Pending the final application of an amount equal to the Applicable Proceeds pursuant to this Section 4.10, the holder of such Applicable Proceeds may apply any Applicable Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Applicable Proceeds in any manner not prohibited by this Indenture. For the avoidance of doubt, the Holder of any Retained Asset Sale Proceeds may apply any Retained Asset Sale Proceeds in any manner not prohibited by this Indenture and such Retained Asset Sale Proceeds shall in no event and under no circumstances constitute Excess Proceeds. (e) Notwithstanding anything in this Indenture to the contrary, for so long as the repatriation, distribution or dividend to the Issuer of any Net Proceeds of an Asset Sale by any Foreign Subsidiary would (i) be prohibited, delayed or restricted under any Requirements of Law or conflict with the fiduciary duties of the directors of the applicable Foreign Subsidiary or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management, member, partner, independent contractor or consultant of such Foreign Subsidiary (the Issuer hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under applicable Requirements of Law to permit such repatriation or to remove such prohibition), (ii) be prohibited, delayed or restricted under the organizational documents governing the applicable Subsidiary or (iii) as determined in good faith by the Issuer, result in a material adverse tax liability (including any taxable dividend, deemed dividend pursuant to Section 956 of the Code or withholding tax obligation) to the Issuer or its Subsidiaries, an amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this Section 4.10 and shall not constitute Excess Proceeds and may be retained by the Issuer or the applicable Subsidiary; provided, that, if within 18 months following the date on which application of the portion of such Net Proceeds would otherwise have been required pursuant to this Section 4.10, such repatriation, distribution or dividend of such Net Proceeds is permitted under the applicable Requirements of Law, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, would no longer be prohibited, delayed or restricted under the applicable organizational documents and/or in the good faith determination of the Issuer would no longer have a material adverse tax liability, then such portion of the Net Proceeds shall be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amounts) in compliance with this Section 4.10. (f) For purposes of clause (a)(2) of this Section 4.10 (and no other provision), the following shall be deemed to be cash or Cash Equivalents: (a1) the greater of the principal amount and the carrying value of any liabilities (as shown reflected on the Company’s or such Restricted Subsidiary’s most recent balance sheet of the Issuer or such Restricted Subsidiary or in the footnotes thereto, or if incurred incurred, accrued or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) sheet of the Company or Issuer or (g) To the extent that any such Restricted Subsidiary (portion of Applicable Proceeds payable in respect of the Notes is denominated in a currency other than liabilities U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in dollars that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations is actually received by the Company or Issuer upon converting such portion into U.S. dollars. (h) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Notes pursuant to an Asset Sale having Offer or an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 Advance Offer. To the extent that is at that time outstanding, not to exceed the greater provisions of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (any securities laws or regulations conflict with the fair market value asset sale provisions of each item of Designated Non-cash Consideration being measured at this Indenture, the time received Issuer shall comply with the applicable securities laws and without giving effect to subsequent changes in value), shall, in each of (a), (b) regulations and (c) above, shall not be deemed to be cash for have breached its obligations under the purposes asset sale provisions of this provision Indenture by virtue of such compliance. (i) The provisions of this Indenture and the Notes relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale, including the provisions of Section 3.09, this Section 4.10 and the definition of “Asset Sale”, may be waived or for purposes modified at any time with the written consent of the second paragraph Holders of a majority in aggregate principal amount of the Notes then outstanding. An Asset Sale Offer or Advance Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Section 4.10; andIndenture, the Notes and/or the Note Guarantees so long as the tender of the Notes by a Holder is not conditioned upon the delivery of consents by such Holder.

Asset Sales. The Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted: (a) disposition of used, worn out, obsolete or surplus property by any Company shall notin the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, and shall not permit any in the reasonable judgment of its Restricted Subsidiaries toHoldings, consummate an no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) Asset Sale unless Sales; provided that (i) the Company or aggregate consideration (excluding any consideration arising from the applicable Restricted Subsidiary, as the case may be, receives consideration at the time assumption of liabilities other than Indebtedness) received in respect of any such Asset Sale pursuant to this clause (b) (x) shall be in an amount at least equal to the fair market value thereof and (y) shall consist of the assets sold or otherwise disposed of (as determined in good faith by the Company); not less than 75% cash consideration, (ii) at least 75% no Event of the consideration received by the Company Default has occurred and is continuing or the Restricted Subsidiary, as would result therefrom and (iii) except in the case may beof any Asset Sale for which, from under the definitions of Consolidated EBITDA and Consolidated Interest Expense, no calculation on a Pro Forma Basis is required, Holdings shall be in compliance on a Pro Forma Basis after giving effect to such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) with each of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notescovenants set forth in Sections 6.10(a) that are assumed by the transferee of any such assets; and (b) any securitiesfor the Test Period then last ended; provided further that, 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 within 180 days solely for purposes of the receipt thereof clause (to the extent of the cash received); and i)(y) above, (cx) any Designated Non-cash Consideration received by the Company Holdings or any of its Restricted Subsidiaries such Subsidiary in such Asset Sale having with an aggregate fair market value, taken together with value of all other such Designated Non-cash Consideration received and not disposed of (and without giving effect to any subsequent change in value thereof) not exceeding $100.0 million from and after the ARCA Effective Date and (y) any Indebtedness of any Loan Party, other than Indebtedness that is by its terms subordinated to the payment in cash of the Obligations, that is assumed by the transferee with respect to the applicable Asset Sale and for which Holdings or the relevant Loan Party shall have been validly released by all applicable creditors in writing, shall be deemed to be cash; (c) leases or subleases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents; (d) the disposition of property which constitutes a Casualty Event; (e) mergers and consolidations in compliance with Section 6.05; (f) Investments in compliance with Section 6.04; (g) Sale and Leaseback Transactions of property acquired after the Closing Date so long as the Attributable Indebtedness with respect to such Sale and Leaseback Transaction is permitted to be incurred pursuant to Section 6.01; (h) any long-term exclusive license to, or an assignment of, the right to commercialize Intellectual Property (including the rights to make, have made, use, sell, offer for sale and import Intellectual Property and any associated goodwill); (i) Permitted Liens; (j) dispositions consisting of the sale, transfer, assignment or other disposition of accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (k) the surrender, waiver or settlement of contractual rights or claims and litigation claims in the ordinary course of business; (l) the sale of Equity Interests in a joint venture pursuant to drag along and similar rights or obligations under agreements relating to such joint venture; (i) Asset Sales by any Loan Party to another Loan Party, and (ii) Asset Sales by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (n) Asset Sales to the extent that (i) the property disposed of is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Asset Sale are reasonably promptly applied to the purchase price of such replacement property; (o) Asset Sales of intangible property to Foreign Subsidiaries made as part of the tax planning strategy of Holdings and its Subsidiaries; provided that (i) the aggregate consideration received or receivable in respect of any such Asset Sale pursuant to this clause (co) after December 14, 2010 that is shall be in an amount at that time outstanding, not least equal to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value thereof and (ii) the aggregate fair market value of each item all assets transferred under this clause (o) after the ARCA Effective Date shall not exceed $200.0 million; and (p) Asset Sales of Designated Non-cash Consideration being measured at Equity Interests in (i) Sonic in connection with the Sonic Acquisition or (ii) any Subsidiary acquired in connection with any a Permitted Acquisition prior to the time received and without giving effect to subsequent changes in value), shallof such Subsidiary becoming a Wholly Owned Subsidiary, in each case pursuant to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or the exercise of (a)warrants, (b) and (c) above, be deemed to be cash options or other securities convertible into or exchangeable for the purposes Equity Interests of this provision such Subsidiary, so long as such rights, plans, warrants, options or for purposes other securities were not entered into or issued in connection with or in contemplation of the second paragraph such person becoming a Subsidiary of this Section 4.10; andHoldings.

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (i) the Company Borrower or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); of; (ii) except in the case of a Permitted Non-Core Asset Sale, immediately before and after giving effect to such Asset Sale, no Event of Default has occurred and is continuing or would result therefrom; (iii) except in the case of a Permitted Asset Swap or Permitted Non-Core Asset Sale, at least 7575.00% of the consideration therefor received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of (x) cash or Cash Equivalents, (y) Replacement Assets or (z) any combination of the consideration specified in clauses (x) and (y); provided that the amount of: (aA) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Borrower or such Restricted Subsidiary’s balance or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) Obligations and that are assumed by the transferee of any such assets; ; (bB) any securities, notes or other obligations received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received)) within one hundred eighty (180) days following the closing of such Asset Sale; and and (cC) any Designated Non-cash Cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Cash Consideration received since the date of this Agreement pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 million 7,500,000 and 5(y) 7.50% of Total Assets at the time of the receipt of such Designated Non-cash Consideration LTM CEBITDA (with the fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received re- ceived and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, ; shall be deemed to be cash or Cash Equivalents for the purposes of this provision and for no other purpose; and (b) the limitation set forth in clause (a) above shall not apply to other Asset Sales in an amount, taken together with all other Asset Sales made pursuant to this clause (b), not to exceed (i) the greater of $10,00,000 and 10.00% of LTM CEBITDA (calculated at the time of determination) in any calendar year and (ii) the greater of $40,000,000 and 40.00% of LTM CEBITDA (calculated at the time of determination) in aggregate; and (c) after the Borrower’s or for purposes Restricted Subsidiary’s receipt of the second paragraph Net Cash Proceeds of this any Asset Sale, the Borrower or such Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale if and to the extent required by Section 4.10; and5.2(c).