Common use of Asset Sales Clause in Contracts

Asset Sales. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary as of the date prior to the date of consummation of such transaction that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days by the Issuer or such Restricted Subsidiary into Permitted Consideration, shall be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may be.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Issuer (or the any 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or any such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’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 reflected on the Issuer’s consolidated 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than Contingent Obligations and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been released, (yB) any securities, notes or other obligations or securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-Cash Consideration received by the Issuer or 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) that is at that time outstanding (but less the amount of any cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-Cash Consideration, up to the lesser of (a) the amount of the cash and Cash Equivalents so received (less the cost of disposition, if any) and (b) the initial amount of such Designated Non-Cash Consideration) not to exceed $150.0 million, with the fair market value of each item of Designated Non-Cash Consideration being determined in good faith by the Issuer and measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 365 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale Sale, (1) to permanently reduce: (A) Obligations under the Senior Credit Facilities and, if the Obligations repaid are appliedrevolving credit Obligations, to correspondingly reduce commitments with respect thereto; (B) Obligations under Pari Passu Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes (provided that such purchases are at or set aside for application, pursuant to, and as above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of the Issuer or a Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the extent required by, Senior Credit Facilities or other Secured Indebtedness) then the Issuer shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.09 3.07 hereof or (y) through open market purchases (provided that such purchases are at or above 100% of the last paragraph principal amount thereof) or (ii) make an offer (in accordance with Section 4.11(c) hereof) to all Holders of this Section 4.10Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes that would otherwise be redeemed under clause (i); or (D) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or (2) to (A) make 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 Issuer 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) acquire properties (other than working capital), (C) make capital expenditures or (D) acquire other assets (other than working capital) that, in the case of each of clauses (A), (B), (C) and (D), either (x) are used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided 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 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; or (3) any combination of the foregoing. (c) Any Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.11(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer or any Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any 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 in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof 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, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted 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. (d) The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $25.0 million by electronically delivering or mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate principal 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 the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased (a) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (b) by lot or such similar method in accordance with the procedures of The Depository Trust Company; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (f) Pending the final application of any Net Proceeds pursuant to this covenant, 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. (g) 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale, other than a Required Asset Sale unless or any Legacy Loan Portfolio Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s, most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees of the date prior to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (B) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $500.0 million and (ii) 100.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period at the time of the receipt of such Designated Non-cash Consideration, shall 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, for purposes of this Section 10.17 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents. (b) Within 450 days after the Issuer’s or any Restricted Subsidiary’s receipt of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion of “Asset Sale Proceeds Application Period”), including a Required Asset Sale or a Legacy Loan Portfolio Sale, the consideration received therefor is Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of from such Asset Sale are applied, or set aside for application, pursuant to, and as and Sale, (1) to repay: (A) Obligations under a Credit Facility to the extent required such Obligations were incurred under Section 10.11(b)(1) (and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto); (B) Obligations under Secured Indebtedness of the Issuer or a Guarantor (and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto); (C) Obligations under the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer shall either (i) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as described under Section 3.09 hereof 11.01 or (y) purchasing Notes through open market purchases or in arm’s-length privately negotiated transactions, or (ii) make an offer (in accordance with the last paragraph procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of this Section 4.10the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer 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 Issuer 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 (excluding Capital Stock, but including, without limitation, Securitization Assets and assets that consist of Servicing Advances, MSRs, mortgages and other loans, mortgage related securities and derivatives, other mortgage related receivables, REO Assets, Residual Assets and other similar assets (or any interest in any of the foregoing) that are used to support or pledged to secure Permitted Funding Indebtedness), in the case of each of clauses (A), (B) and (C), either (i) that is used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (3) any combination of the foregoing; provided that, in the case of clause (2), a binding commitment or letter of intent shall be treated as a permitted application of the Net 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 Net Proceeds will be applied to satisfy such commitment or letter of intent within 180 days of the Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Net Proceeds are actually applied in such manner within the later of 450 days from the consummation of the Asset Sale and 180 days from the date of the 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, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”) and such Net Proceeds are actually applied in such manner within 180 days from the date of the Second Commitment; 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 to the extent the Asset Sale Proceeds Application Period has expired. (c) To the extent Net Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth in the preceding paragraph, such excess amount 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 and, if required or permitted by the terms of other Indebtedness that is pari passu in right of payment 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 (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness, with respect to the Notes only, that is equal to $1,000 or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess Proceeds at an offer price, with respect to the Notes only, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed $100.0 million by transmitting electronically or mailing a notice to the Holders, with a copy to the Trustee, which notice shall advise the Holders of the Asset Sale Offer and shall contain all information relating to the procedures for tendering Notes in the Asset Sale Offer and withdrawing Notes therefrom, in each case consistent with this Section 10.17 and determined by the Issuer to be appropriate. The Issuer may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the Asset Sale Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, 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 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 Trustee shall select the Notes (subject to applicable Depository procedures as to Global Notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Proceeds the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. Pending the final application of an amount equal to the Net Proceeds pursuant to this Section 10.17, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise apply such Net Proceeds in any manner not prohibited by this Indenture. (d) 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 Asset Sale 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 described in this Indenture by virtue of such compliance. (e) The provisions of this Section 10.17 may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, other than a Required Asset Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale) received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s, most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes or the Guarantees of the date prior to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (B) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $350.0 million and (ii) 10.0% of Consolidated Tangible Net Worth at the time of the receipt of such Designated Non-cash Consideration, shall 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, for purposes of this Section 10.17 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents. (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion “Asset Sale Proceeds Application Period”), including a Required Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale, (1) to repay: (A) Obligations under Secured Indebtedness of the consideration received therefor is Issuer or a Guarantor (and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto); (B) Obligations under the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness which constitutes revolving obligations, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer shall either (i) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as described under Section 11.01 or (y) purchasing Notes through open market purchases or in arm’s-length privately negotiated transactions; provided that any such purchases are at a price equal to or greater than what 100% of the net after-tax proceeds would have been had such aggregate principal amount of Notes so purchased, or (ii) make an offer (in accordance with the procedures set forth below for an Asset Sale complied Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the aforementioned 75% limitation and principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (iiiC) the Net Proceeds Indebtedness of such Asset Sale are applieda Restricted Subsidiary that is not a Guarantor, or set aside for application, pursuant to, and as and other than Indebtedness owed to the extent required by, Section 3.09 hereof Issuer 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 last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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 (excluding Capital Stock, but including, without limitation, Securitization Assets and assets that consist of Servicing Advances, MSRs, mortgages and other loans, mortgage related securities and derivatives, other mortgage related receivables, REO Assets, Residual Interests and other similar assets (or any interest in any of the foregoing) that are used to support or pledged to secure Permitted Funding Indebtedness), in the case of each of clauses (A), (B) and (C), either (i) that is used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (3) any combination of the foregoing; provided that, in the case of clause (2), a binding commitment or letter of intent shall be treated as a permitted application of the Net 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 Net Proceeds will be applied to satisfy such commitment or letter of intent within 180 days after the Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Net Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment, and, in the event that any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds. (c) To the extent Net Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth in the preceding paragraph, such excess amount 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 and, if required or permitted by the terms of other Indebtedness that is pari passu in right of payment 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 (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness, with respect to the Notes only, that is equal to $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, with respect to the Notes only, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed $100.0 million by transmitting electronically or mailing a notice to the Holders, with a copy to the Trustee, which notice shall advise the Holders of the Asset Sale Offer and shall contain all information relating to the procedures for tendering Notes in the Asset Sale Offer and withdrawing Notes therefrom, in each case consistent with this Section 10.17 and determined by the Issuer to be appropriate. The Issuer may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the Asset Sale Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, 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 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 Trustee shall select the Notes (subject to applicable Depository procedures as to Global Notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Proceeds the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. Pending the final application of an amount equal to the Net Proceeds pursuant to this Section 10.17, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise apply such Net Proceeds in any manner not prohibited by this Indenture. (d) 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 Asset Sale 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 described in this Indenture by virtue of such compliance. (e) The provisions of this Section 10.17 may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the Issuer's ’s or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150 million and 0.20 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding the receipt of such Designated Non-cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (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 case be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted hereunder (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if the Issuer or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for the avoidance of doubt, does not include Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), the Issuer 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 a pro rata principal amount of Notes 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, if any); or (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 Issuer or in an increase in the percentage ownership by the Issuer (or a Restricted Subsidiary) in such Restricted Subsidiary), 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 or, in each case, to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. 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 after the 365th day after the receipt of such Net Proceeds but before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer 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 the Issuer 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, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility 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 two immediately preceding paragraphs of 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 so applied whether or not such offer is accepted) will be Permitted Consideration deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $150 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such 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 other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes by the terms of such 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 Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that the aggregate amount of Excess Proceeds exceeds $150 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of this provision; and provided furtherIndenture, with a copy to the Trustee. To the extent that the 75% limitation referred aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to above shall not apply to any an Asset Sale Offer is less than the Excess Proceeds, the Issuer 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 Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes to be purchased in which the Permitted Consideration portion manner described in Section 4.06(e). Upon completion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had any such Asset Sale complied Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuer will comply with the aforementioned 75% limitation 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 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. (d) 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 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 Net Proceeds compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer 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 the Issuer 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 Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are appliedto be accepted by the Issuer. 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 Issuer to the Trustee are 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 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form 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 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 other Pari Passu Indebtedness) 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 Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Issuer shall notify the Trustee of any such listing), or set aside for applicationif such Notes are not so listed, pursuant to, and as and on a pro rata basis to the extent required bypracticable, Section 3.09 hereof by lot or by such other method (and in such manner as complies with the last paragraph requirements of this Section 4.10the Depository, as if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the case may beterms of such other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer 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. (a) The Issuer shall will not, and shall will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Issuer (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 (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii2) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or the Restricted Subsidiary, as the case may be, from such Restricted Subsidiary is Asset Sale shall be in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xa) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) sheet or in the footnotes thereto), of the Issuer or any of its Restricted Subsidiary as Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes (excluding the Issuer's guarantee of the date prior to the date of consummation of such transaction Senior Subordinated Notes)) that are assumed by the transferee of any such assets and shall be deemed to be cash for purposes of this clause (y2); and (b) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Consideration, cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale shall be deemed to be Permitted Consideration cash for purposes of this provisionclause (2); and provided furtherand (3) upon the consummation of an Asset Sale, that the 75% limitation referred Issuer shall apply, or cause such Restricted Subsidiary to above shall not apply apply, the Net Cash Proceeds relating to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied within 360 days after receipt thereof either to: (A) repay Indebtedness outstanding under (i) the Credit Agreement or another Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with the aforementioned 75% limitation respect thereto and (iiiii) the Senior Subordinated Notes and other Indebtedness of the Issuer's Restricted Subsidiaries, (B) acquire Replacement Assets, or (C) a combination of repayment and acquisition permitted by the foregoing clauses (3)(A) and (3)(B). (b) On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Issuer or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds of relating to such Asset Sale are appliedas set forth in clauses (3)(A), (3)(B) and (3)(C) of Section 4.06(a) (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or set aside for applicationbefore such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), pursuant to(3)(B) and (3)(C) of the preceding paragraph (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Issuer to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, and as and to the extent required byby the terms of any Pari Passu Debt, Section 3.09 hereof an offer to purchase to all holders of such Pari Passu Debt, 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 such Pari Passu Debt) on a pro rata basis, that Accreted Value of Notes (and principal amount of Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value as of the Net Proceeds Offer Payment Date of the Notes to be purchased, plus accrued and unpaid interest, if any, thereon to the date of purchase (and in the case of Pari Passu Debt, the redemption price for such Pari Passu Debt set forth in the related documentation governing such Indebtedness, plus accrued and unpaid interest, if any, thereon to the date of purchase); provided, however, that if at any time any non-cash consideration received by the Issuer or the last paragraph of this Section 4.10any Restricted Subsidiary, 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) or Cash Equivalents, 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 4.06. (c) The Issuer may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10..0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). Pending the final application of any Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture. The first such date the aggregate unutilized Net Proceeds Offer Amount is equal to or in excess of $10.0 million shall be treated for this purpose as the Net Proceeds Offer Trigger Date. (d) In the event of the transfer of substantially all (but not all) of the property and assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article 6 which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.06, and shall comply with the provisions of this Section 4.06 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 Issuer or the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.06. (e) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders 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 this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 principal amount at maturity in exchange for cash. If any proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to a Net Proceeds Offer, the Issuer may use such remaining proceeds for any purpose not otherwise prohibited by this Indenture. To the extent Holders properly tender Notes and holders of Pari Passu Debt properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Debt will be purchased on a pro rata basis based on aggregate amounts of Notes and Pari Passu Debt tendered. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. (f) The Issuer 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 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 this Section 4.06, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.

Asset Sales. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (Company or the 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 as determined in good faith by the Company (evidenced by an Officers' Certificate delivered such fair market value to be determined on the Trustee and a Board Resolutiondate of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xa) any liabilities (as shown on the Issuer's Company’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto, or any Restricted Subsidiary as of if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or such Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of consummation such balance sheet, as determined in good faith by the Company) of the Company or such transaction Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, that are assumed by the transferee of any such 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 Subsidiaries have been validly released by all creditors in writing, (yb) any securities, notes or other obligations or assets received by the Issuer Company or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Company or such Restricted Subsidiary into Permitted ConsiderationCash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and (c) any Designated Non-cash Consideration received by the Company or 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 (c) that is at that time outstanding, not to exceed $5.0 million, shall be deemed to be Permitted Consideration Cash Equivalents for purposes of this provision; Section 4.06(a) and provided furtherfor no other purpose. (b) Within 30 days after the receipt of any Net Proceeds of any Fundamental Property Asset Sale, that the 75% limitation referred Company or such Subsidiary shall make an offer to above shall not apply to any all Holders (an “Asset Sale in which Offer”), to purchase the Permitted Consideration portion maximum aggregate principal amount of the consideration received therefor Notes that is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation at least $2,000 and (iii) an integral multiple of $1,000 in excess thereof that may be purchased out of the Net Proceeds of such Fundamental Property Asset Sale are appliedat an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, 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 such Net Proceeds by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee, or set aside for application, pursuant to, and as and to otherwise in accordance with the procedures of DTC. To the extent required bythat the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Net Proceeds for such Fundamental Property Asset Sale, the Company may use any remaining Net Proceeds for 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 Net Proceeds for such Fundamental Property Asset Sale, the Trustee shall select the Notes to be purchased in the manner described in Section 3.09 hereof 3.04. (c) Within 365 days after the receipt of any Net Proceeds of (i) any Additional Property Asset Sale or (ii) any other Asset Sale (other than a Fundamental Property Asset Sale) in an aggregate amount greater than $20.0 million, the last paragraph Company or such Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale. (i) to make an Investment in (a) any one or more properties or businesses, provided that such Investment in any property or business is in the form of this Section 4.10the 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 a Subsidiary, (b) capital expenditures or (c) acquisitions of other properties or assets, in the case of each of (a), (b) and (c), used or useful in a Similar Business or to replace the businesses, properties and/or other assets that are the subject of such Asset Sale; (ii) to repay (a) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture; or (b) Obligations under other Indebtedness (other than Subordinated Indebtedness), provided that the Company shall equally and ratably reduce Obligations under the Notes 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) or by making an offer (in accordance with the procedures set forth above 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; or (iii) any combination of the foregoing; provided that, in the case of clauses (i) and (ii) 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”) 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). 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(c) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (iii) 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 $20.0 million, the Company shall make an Asset Sale Offer to all Holders to purchase the maximum aggregate principal amount of the Notes 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, plus accrued and unpaid interest, if any, to, but not including, 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 $20.0 million by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee, or otherwise in accordance with the procedures of DTC. 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, 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 Trustee 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). (d) 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 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 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. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the such Restricted Subsidiary, as the case may be) , receives consideration (including, but not limited to, 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: (A) the greater of the principal amount and the carrying value of any liabilities (as reflected on the Issuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in connection with the transaction; (B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary as of the date prior to the date of consummation of such transaction that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted or reasonably expected by the Issuer acting in good faith to be converted by the Issuer or such Restricted Subsidiary into Permitted ConsiderationCash Equivalents (to the extent of the Cash Equivalents received or expected to be received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $600.0 million and (ii) 37.5% of LTM EBITDA at the time of the receipt of such Designated Non-cash Consideration (or, at the Issuer’s option, at the time of contractually agreeing to such Asset Sale), 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 Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to later of (x) the date of any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iiiy) the receipt of any Net Proceeds of such Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply an amount up to the Asset Sale are applied, or set aside for application, pursuant to, and as and Prepayment Percentage of the Net Proceeds from such Asset Sale: (i) (A) to the extent required such Net Proceeds are from an Asset Sale of Collateral, to reduce Indebtedness (through a prepayment, repayment or purchase, as applicable) as follows: (1) Obligations under the Notes; (2) First Lien Obligations (other than the Notes), and, in the case of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto; provided that if the Issuer or any Restricted Subsidiary shall so reduce any First Lien Obligations other than the Notes, the Issuer or such Restricted Subsidiary will either (a) reduce Obligations under the Notes on a pro rata basis with such other First Lien Obligations by, at its option, (x) redeeming Notes as provided under Section 3.09 3.07 hereof or (y) purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which may be below par), or (b) make an offer (in accordance with the last paragraph procedures set forth below for a Collateral Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other First Lien Obligations for no less than 100% of this Section 4.10the principal amount thereof, as plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; (3) ABL Obligations if such 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); or (4) Obligations of a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, and, in the case may be.of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto;

Asset Sales. (a) The Issuer Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Issuer (Borrower or the 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 (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount following shall be deemed to be cash for purposes of this provision and for no other purpose: (xA) any liabilities (as shown on reflected in the Issuer's Borrower’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto or, if incurred or any Restricted Subsidiary as of the date prior increased subsequent to the date of consummation such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on the date of such transaction balance sheet, as determined by the Borrower) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Loan Obligations) that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Borrower or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other similar obligations received by the Issuer Borrower or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Borrower or such Restricted Subsidiary into Permitted cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Borrower or 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) that is at that time outstanding, not to exceed the greater of (i) $30.0 million and (ii) 3.25% 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 (3) to the extent that any assets received by the Borrower and its Restricted Subsidiaries in such Asset Sale constitute securities or may be used or useful in a Similar Business, such assets are concurrently with their acquisition added to the Notes Collateral securing the Loan Obligations, other than Excluded Assets. (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce Indebtedness as follows: (A) if the assets subject of such Asset Sale constitute Notes Collateral, to permanently reduce the Tranche 2 Sub-Facility (and to correspondingly reduce commitments with respect thereto) and/or to permanently reduce (or offer to reduce, as applicable) Obligations under the Loans, the Senior Secured Notes and under any other Additional Parity Debt on a pro rata basis; provided that all reductions of (or offers to reduce) Loan Obligations shall be deemed made as provided under Section 2.05(a) hereof or through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest) or by making an offer (in accordance with the procedures set forth under Section 7.05(c) hereof for an Asset Sale Offer) to all Lenders to purchase their Loans at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Loans that would otherwise be Permitted Consideration prepaid; (B) if the assets subject of such Asset Sale do not constitute Notes Collateral, but constitute collateral for purposes other Senior Indebtedness of the Borrower or a Subsidiary Guarantor, which Lien is permitted by this provisionAgreement, to permanently reduce Obligations under such other Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Agreement, and to correspondingly reduce commitments with respect thereto; (C) if the assets subject of such Asset Sale do not constitute Notes Collateral or collateral for any Senior Indebtedness of the Borrower or a Subsidiary Guarantor, to permanently reduce Obligations under other Senior Indebtedness of the Borrower or a Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto), provided that the Borrower shall equally and ratably reduce (or offer to reduce, as applicable) the Loan Obligations (and may elect to reduce the Senior Secured Notes and Additional Parity Debt) on a pro rata basis; and provided provided, further, that all reductions of Loan Obligations shall be made as provided under Section 2.05 hereof or through open-market purchases (to the 75extent such purchases are at or above 100% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to principal amount thereof plus accrued and unpaid interest) or greater than what the net after-tax proceeds would have been had such Asset Sale complied by making an offer (in accordance with the aforementioned 75procedures set forth in Section 7.05(c) hereof) to all Lenders to purchase their Loans at 100% limitation and of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Loans that would otherwise be prepaid; or (iiiD) if the Net Proceeds assets subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Subsidiary Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or any Restricted Subsidiary, or set aside for application, pursuant to, (ii) the Borrower or a Subsidiary Guarantor, (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 as and to results in the extent required by, Section 3.09 hereof Borrower or the last paragraph any of this Section 4.10its 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; provided 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 the Collateral Documents; 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 Borrower 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 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 the Collateral Documents; provided 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 Borrower, or such other 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 Borrower or such Restricted Subsidiary enters into another Acceptable Commitment (the “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that (x) if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or (y) such Net Proceeds are not actually so invested or paid in accordance with clause (2) or (3) above by the end of such 180 day period, 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 7.05(b) hereof shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall make an offer to all Lenders and (x) in the case of Net Proceeds from an Asset Sale of Notes Collateral, to the holders of any Senior Secured Notes or any Additional Parity Debt to the extent required by the terms thereof or (y) in the case of any other Net Proceeds, if required by the terms of any Indebtedness that is pari passu with the Loans (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Loans and such Additional Parity Debt or Pari Passu Indebtedness, as the case may be, that, in the case of the Loans, is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price, in the case of the Loans, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, and in the case of any Additional Parity Debt or 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 Agreement. The Borrower shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of this Agreement, with a copy to the Administrative Agent. The Borrower 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 relevant 450 days or with respect to Excess Proceeds of $25.0 million or less. To the extent that the aggregate amount of Loans, Senior Secured Notes and such Additional Parity Debt or Pari Passu Indebtedness, as the case may be, 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, Senior Secured Notes, Additional Parity Debt or Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, such Loans, Senior Secured Notes, Additional Parity Debt or Pari Passu Indebtedness, as the case may be, will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans, Senior Secured Notes, Additional Parity Debt or Pari Passu Indebtedness, as the case may be, tendered (and the Administrative Agent will select the tendered Loans of tendering Lenders on a pro rata basis based on the amount of Notes tendered). Additionally, the Borrower may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation or expiration of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any Net Proceeds not used to purchase Loans in such Asset Sale Offer shall not be deemed Excess Proceeds and the Borrower may use any Net Proceeds not required to be used for general corporate purposes, subject to other covenants contained in this Agreement; provided that any such remaining Net Proceeds shall to the extent received in respect of Notes Collateral remain subject to the Lien of the Security Documents. (d) Pending the final application of any Net Proceeds which do not represent the proceeds of Notes Collateral pursuant to this Section 7.05, 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 Agreement.

Asset Sales. The Issuer Issuers shall not, and shall not permit any of its Restricted their respective Subsidiaries to, consummate an engage in any Asset Sale Sale, unless (ix) the Issuer (Issuers or the Restricted Subsidiary, as the case may be) such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee and a Board ResolutionTrustee) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer Issuers or such Restricted Subsidiary is in the form of (A) cash; provided, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided however, that the amount of (xA) any liabilities (as shown on the Issuer's Issuers' or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Issuer Issuers or any Restricted Subsidiary as of the date prior their respective Subsidiaries (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any guarantee thereof) that are assumed by the transferee of any such assets and (yB) any securities, notes or other obligations Permitted Asset Sale Consideration received by the Issuer Issuers or such Subsidiary in any such Restricted Subsidiary from such transferee that are convertible within 90 days by the Issuer or such Restricted Subsidiary into Permitted Consideration, Asset Sale shall be deemed to be Permitted Consideration cash for purposes of this provision. The Issuers may (a) apply the Net Proceeds from such Asset Sale to permanently reduce Senior Debt of the Issuers; provided that the Issuers make such a reduction within 365 days after any Asset Sale or (b) invest the Net Proceeds from such Asset Sale in the same or a similar line of business as Consoltex Group was engaged in on the date of this Indenture or in businesses reasonably related thereto: provided that the Issuers shall have invested such Net Proceeds within 365 days after such Asset Sale or shall have commenced and provided not completed or abandoned the project in which the Board of Directors of Consoltex Group has determined that the Issuers will invest such Net Proceeds and shall have segregated such Net Proceeds from the general funds of the Issuers and their Subsidiaries for that purpose; provided, further, that if the 75% limitation referred project in which such Board of Directors has determined that the Issuers will invest such Net Proceeds is thereafter abandoned, within 60 days after such project is abandoned, the Issuers shall (i) apply the Net Proceeds from such Asset Sale to above shall not apply to any permanently reduce Senior Debt of the Issuers or (ii) invest the Net Proceeds from such Asset Sale in which the Permitted Consideration portion same or a similar line of business as Consoltex Group was engaged in on the date of this Indenture or in businesses reasonably related thereto. Pending the final application of any such Net Proceeds, the Issuers may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from the Asset Sale that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Issuers shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the consideration received therefor is Excess Proceeds, at an offer price in cash in an amount equal to or greater than what 100% of the net after-tax proceeds would have been had principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer (the "Offered Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale complied Offer is less than the Excess Proceeds (a "Deficiency"), the Issuers may use such Deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero; provided that the amount of 25 % Excess Proceeds shall constitute Excess Proceeds for purposes of the first offer that is made after the fifth anniversary of the original issuance of the Notes (the "Fifth Anniversary"). Notwithstanding the foregoing, in no event shall the Issuers use Excess Proceeds to purchase more than 25 % of the original aggregate principal amount of Notes on or prior to the Fifth Anniversary. If the aggregate Excess Proceeds (disregarding any resetting to zero as described above) resulting from Asset Sales occurring prior to the Fifth Anniversary, less any Deficiencies resulting from any offers made on or prior to such date, exceed 25 % of the original aggregate principal amount of the Notes (such excess being the "25 % Excess Proceeds"), then the Issuers shall make an offer at the Offered Price in accordance with the aforementioned 75foregoing provisions (i) promptly after the Fifth Anniversary, in the event the amount of the 25% limitation and Excess Proceeds exceeds $10 million or (iiiii) the Net Proceeds of at such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, time as the case may beamount of the 25% Excess Proceeds together with the Excess Proceeds received after the Fifth Anniversary exceeds $10 million, in the event the amount of the 25% Excess Proceeds is less than $10 million.

Asset Sales. (a) The Issuer Issuers shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the an Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuers) of the assets or Equity Interests issued or sold or otherwise disposed of, and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the such Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the an Issuer's ’s or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the an Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the such Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the such Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 the Issuers and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of an Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not another Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by an Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuers), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $35.0 million and 0.40 multiplied by the Pro Forma EBITDA of the Issuers for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the receipt of such Designated Non-cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (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 case be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (b) Within 360 days after an Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, such Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting First Priority Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Obligations under Pari Passu Indebtedness that does not constitute First Priority Lien Obligations under this clause (D) (which, for the avoidance of doubt, does not include Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), 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 a pro rata principal amount of Notes 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, if any); or (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 Issuers or in an increase in the percentage ownership by the Issuers (or a Restricted Subsidiary) in such Restricted Subsidiary), 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 or, in each case, to reimburse the cost of any of the foregoing Incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. 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 after the 360th day after the receipt of such Net Proceeds but before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless such Issuer 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 such Issuer 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, such Issuer 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 two immediately preceding paragraphs of 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)(C) of this Section 4.06(b), shall be deemed to have been so applied whether or not such offer is accepted) will be Permitted Consideration deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds, $40.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, to holders of any Pari Passu Lien Obligations or, unless the Asset Sale is with respect to Collateral, other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Pari Passu Lien Obligations or other Pari Passu Indebtedness) 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 Lien Obligations or other Pari Passu Indebtedness were 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 Lien Obligations or other Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes by the terms of such Pari Passu Lien 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 Business Days after the date that the aggregate amount of Excess Proceeds exceeds $40.0 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of this provision; and provided furtherIndenture, with a copy to the Trustee. To the extent that the 75% limitation referred aggregate amount of Notes (and such Pari Passu Lien Obligations or other Pari Passu Indebtedness) tendered pursuant to above shall not apply to any an Asset Sale in which Offer is less than the Permitted Consideration portion 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 Pari Passu Lien 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 consideration received therefor is equal aggregate principal amount to or greater than what be selected, shall select the net after-tax proceeds would have been had Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale complied Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuers will comply with the aforementioned 75% limitation 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 in Section 4.06(b), the Issuers 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, (iii) the Net Proceeds compliance of such allocation with the provisions of Section 4.06(b) and (iv) the satisfaction of the conditions precedent under this Indenture relating to the Asset Sale are appliedOffer. On such date, the Issuers shall also irrevocably deposit with the Trustee or set aside for applicationwith the Paying Agent (or, pursuant toif the Issuers 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 the Issuers and to be held for payment in accordance with the extent required by, Section 3.09 hereof or the last paragraph provisions of this Section 4.104.06. 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 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 Lien 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 (and the Issuers shall notify the Trustee in writing of any such listing or delisting, as the case may be), 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 each case, in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $1.00 or less shall be purchased in part. Selection of such other Pari Passu Lien Obligations or other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Lien 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 (with a copy to the Trustee), 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 Issuer shall notCause or make an Asset Sale, and shall not permit unless: (1) the Borrowers or any of its their Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Issuer (or the Restricted SubsidiarySubsidiaries, as the case may be, receive consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer such Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cashcash or Cash Equivalents or Replacement Assets; provided, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of of: (xa) any liabilities (as shown on the Issuer's such Borrower’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or any Restricted Subsidiary as of accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on such Borrower’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 consummation such balance sheet in the good faith determination of the Borrower) of such transaction Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated to the Obligations or are otherwise extinguished in connection with the transactions relating to such Asset Sale, or that are assumed by the transferee of any such assets and or Equity Interests pursuant to an agreement that releases or indemnifies such Borrower or such Restricted Subsidiary, as the case may be, from further liability; (yb) any securities, notes or other obligations or other securities or assets received by the Issuer such Borrower or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer such Borrower or such Restricted Subsidiary into Permitted Considerationcash 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 (c) any Designated Non-Cash Consideration received by the Borrowers or any of their 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) that is at that time outstanding, not to exceed the greater of (x) $33,000,000 and (y) 33% of Consolidated EBITDA, calculated 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 each be deemed to be Permitted Consideration Cash Equivalents for the purposes of this provision; and provided further, that clause (2). Within 18 months after any Borrower’s or any Restricted Subsidiary’s receipt of the 75% limitation referred to above shall not apply to Net Cash Proceeds of any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is or Casualty Event, such Borrower or such Restricted Subsidiary shall apply an amount equal to or greater than what the net after-tax proceeds would have been had Net Cash Proceeds from such Asset Sale complied or such Casualty Event, at its option: (3) to prepay Loans and other Permitted Debt in accordance with Section 2.05(b)(ii); (4) to acquire or 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; (5) to acquire or make an investment in (or other expenditure in respect of) any one or more businesses, properties (other than working capital assets) or assets (other than working capital assets) that replace the aforementioned 75% limitation and (iii) businesses, properties and/or assets that are the Net Proceeds subject of such Asset Sale are applied, or set aside for application, pursuant to, Casualty Event and as that will be owned by a Borrower or a Subsidiary; or (6) any combination of the foregoing; provided that the Borrowers and their Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (4) or (5) of this paragraph if and to the extent required bythat, Section 3.09 hereof within 18 months after the Asset Sale that generated the Net Cash Proceeds, such Borrower 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 last paragraph provision described in clauses (4) and (5) of this paragraph, and that investment is thereafter completed within 180 days after the end of such 18 month period. Pending the final application of any such amount of Net Cash Proceeds pursuant to Section 4.102.05(b)(ii) and this Section 7.04, as such Borrower or such Restricted Subsidiary may temporarily reduce Indebtedness under the case may beRevolving Credit Facility, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Agreement.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (Aa) cash, cash or Cash Equivalents (Bb) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life Replacement Assets or (c) any combination of the Notes and/or consideration specified in clauses (Ca) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and (collectively the "Permitted Consideration"b); provided that the amount of of: (xA) any liabilities (as shown on the Issuer'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 Issuer 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets (or a third party on behalf of such transferee) and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (yB) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale, (C) any Designated Non-cash Consideration received by the Issuer 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 since the date of this Indenture pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $25 million and (y) 2.0% 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); and (D) any securities publicly-traded on a national securities exchange; shall be deemed to be Permitted Consideration cash or Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 365 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale are applied, Sale, (1) to permanently reduce: (A) Secured Indebtedness under one or set aside for application, pursuant to, and as and more Credit Facilities or any other Secured Indebtedness to the extent required bysuch Lien is permitted by this Indenture; or (B) Obligations under Pari Passu Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably (based on the aggregate principal amounts (or accreted value, as applicable )) reduce Obligations under the Notes as provided under Section 3.09 hereof 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the last paragraph principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of this Section 4.10the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (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 Issuer 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 that replace the businesses, properties and/or assets that are the subject of such Asset Sale. (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) shall be deemed to constitute “Excess Proceeds;” provided, however, that if during such 365-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) of Section 4.10(b) after such 365th day, such 365 day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days or, if earlier, the date of termination of the agreement). When the aggregate amount of Excess Proceeds exceeds $15 million, the Issuer shall make an offer to all Holders, and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is a minimum amount of $2,000 and in 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 accreted value, as applicable), plus accrued and unpaid interest, if any, 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 $15 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 principal amount (or accreted value, as applicable) 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 the other covenants contained in this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount (or accreted value, as applicable) of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or agent for such Pari Passu Indebtedness shall select the Pari Passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes in global form, the Trustee will select Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and appropriate) based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. 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, 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 shall comply with the applicable 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 applicable 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 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 Issuer (or the any of its Restricted SubsidiarySubsidiaries, 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 (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents or Replacement Assets; provided that the amount of of: (x1) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’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 in the good faith determination of the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior other than liabilities that are by their terms subordinated to the date of consummation of Notes or are otherwise extinguished in connection with the transactions relating to such transaction Asset Sale, or that are assumed by the transferee of any such assets and 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; (y2) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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), in each case, within 180 days of the receipt thereof; and (3) any Designated Non-cash Consideration received by the Issuer 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 subclause (3) that is at that time outstanding, not to exceed the greater of (x) $225 million and (y) 4.75% of Total Assets, calculated 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 each be deemed to be Cash Equivalents for the purposes of this clause (ii). (b) Within 455 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (i) to reduce Obligations under either of the Senior Credit Agreements and in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Issuer or the Guarantors (provided that if the Issuer or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Issuer shall (A) equally and ratably reduce Obligations under the Notes as provided in Section 5.1 or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make 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 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would otherwise be redeemed under subclause (A) above) or (y) Indebtedness of a Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (iv) 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 in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary; (v) to make an investment in any one or more businesses, properties (other than working capital assets) or assets (other than working capital 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 (vi) any combination of the foregoing; provided that the Issuer and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (iv) or (v) of this Section 3.7(b) if and to the extent that, within 455 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer 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 described in clauses (iv) and (v) of this Section 3.7(b), and that investment is thereafter completed within 180 days after the end of such 455-day period. (c) Pending the final application of any such amount of Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. Any amount of Net Cash Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 3.7(b) shall be deemed to constitute “Excess Proceeds;” provided that any amount of proceeds offered to Holders pursuant to Section 3.7(b)(iii)(x) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be Permitted Consideration for purposes deemed to have been applied as required and shall 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 this provision; Excess Proceeds less Total Leverage Excess Proceeds exceeds $50 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of such Notes and provided furtherPari Passu Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of the 75Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100.0% limitation referred of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price, if any, as may be provided by the terms of such other Indebtedness), to above (but not including) the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. However, the Issuer shall not apply only be required to make an Asset Sale Offer with 50% of the Excess Proceeds if the Consolidated Total Debt Ratio for the Issuer is less than or equal to the Specified Consolidated Total Debt Ratio after giving effect to any Asset Sale in which the Permitted Consideration application of any Net Cash Proceeds as set forth herein, including making an offer to repurchase a portion of the consideration received therefor is equal Notes (any Excess Proceeds not required to or greater than what the net after-tax proceeds would have been had such be offered in an Asset Sale complied with Offer in reliance on this sentence (i.e. such 50%) shall constitute “Total Leverage Excess Proceeds”). For the aforementioned 75% limitation and (iii) avoidance of doubt, any Excess Proceeds not constituting Total Leverage Excess Proceeds shall be, at the Net Proceeds option of such the Issuer, offered in an Asset Sale are applied, Offer or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may be.applied in the

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, of (other than in the case of any Required Divestitures); and (ii) except as otherwise provided in an IPP Sale Agreementthe case of any Permitted Asset Swap or Required Divestiture, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Completion Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (including Indebtedness), as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto or, if incurred or any Restricted Subsidiary as of increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of consummation such balance sheet, as determined by the Issuer, of the Issuer or such transaction Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that (i) are assumed by the transferee of any such assets and (yor a third party in connection with such transfer) pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities, (ii) are satisfied, cancelled or terminated in connection with the transaction (other than intercompany debt owed to the Issuer or its Restricted Subsidiaries), or (iii) otherwise cease to be liabilities of the Issuer or a Restricted Subsidiary in connection with the transaction (other than intercompany debt owed to the Issuer or its Restricted Subsidiaries); (B) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee (including earnouts and similar obligations) in the form of Cash Equivalents or that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $270.0 million and (ii) 25.0% of EBITDA of the Issuer for the most recently ended Test Period (calculated on a pro forma basis) at the time of the receipt of such Designated Non-cash Consideration, shall with the fair market value of each item of Designated Non-cash Consideration being measured, at the Issuer’s option, either at the time of contractually agreeing to such to such Asset Sale or at the time received and, in either case, without giving effect to subsequent changes in value; shall, in each case, be deemed to be Permitted Consideration Cash Equivalents for purposes of this provision; clause (ii) and provided further, that for no other purpose. (b) Within 540 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds from such Asset Sale: (i) to reduce: (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable) or make an offer to purchase the Notes or such other Senior Indebtedness; provided that, if the Issuer or any Restricted Subsidiary shall so repay or make an offer to purchase any Senior Indebtedness other than the Notes, the Issuer will either (x) reduce Obligations under the Notes on a pro rata basis by, at its option, (i) redeeming Notes as described under Section 3.07 hereof or (ii) purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which may be below par), or (y) make an offer (in accordance with the procedures set forth in Sections 3.08 and 4.10 hereof for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% 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; (D) Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (and correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or (E) if the assets that are the subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Guarantor, or set aside for applicationIndebtedness (and correspondingly reduce commitments with respect thereto) of (i) a Restricted Subsidiary that is not a Guarantor, pursuant to, and as and other than Indebtedness owed to the extent required byIssuer or another Restricted Subsidiary or (ii) the Issuer, Section 3.09 hereof Co-Issuer or a Guarantor; (ii) to make (A) an Investment in any one or more businesses; provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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 or continues to constitute a Restricted Subsidiary, (B) capital expenditures, (C) other expenditures made in connection with the construction or development of facilities operated or to be operated by the Issuer or a Restricted Subsidiary, (D) acquisitions of properties (including fee and leasehold interests) or (E) acquisitions of other businesses, properties or assets (other than debt securities), in the case of clauses (A), (D) and this clause (E), either (i) that are or will be used or useful in a Similar Business or (ii) that replace, in whole or in part, the businesses, properties and/or assets that are the subject of such Asset Sale; provided, that, in the case of this clause (ii), 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 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 such 540th day and 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 Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination (or, if later, 540 days after receipt of such Net Proceeds); 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; or (iii) any combination of the foregoing. Notwithstanding any other provisions of this Section 4.10, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, 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 such amounts may be retained by the applicable Foreign Subsidiary; provided that if at any time within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, the applicable organizational document or agreement or the applicable other impediment, an amount equal to such amount of Net Proceeds so permitted to be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) in compliance with this Section 4.10 and (ii) to the extent that the Issuer has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition would result in material adverse tax consequences (which, for the avoidance of doubt, includes, but is not limited to, any material tax liability as a result of a deemed dividend pursuant to Section 956 of the Code or a withholding tax) to the Issuer, any of its Subsidiaries, any Parent Company or, for as long as it owns, directly or indirectly, beneficial ownership of more than 50.0% of the Equity Interests in the Issuer, MCK, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary and an amount equal to such Net Proceeds will not be required to be applied in compliance with this Section 4.10. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require any Subsidiary to repatriate cash. (c) Any Net Proceeds from the Asset Sale (other than any amounts excluded from this Section 4.10 as set forth in the final paragraph of Section 4.10(b)) 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 $200.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders and, at the option of the Issuers, to any holders of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $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 the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, and in the case of any Pari Passu Indebtedness, at the offer price required by the terms thereof but not to exceed 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within fifteen Business Days after the date that Excess Proceeds exceed $200.0 million by mailing or electronically delivering to the Holders the notice required pursuant to the terms of this Indenture, with a copy to the Trustee, or otherwise in accordance with the procedures of the DTC. The Issuers may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an offer to purchase Notes with respect to all or a portion of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture (the “Advance Offer”). To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness, as the case may be, tendered or surrendered 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 and its Restricted Subsidiaries may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) for any purposes not prohibited under this Indenture and the obligations of the Issuer and its Restricted Subsidiaries under this Section 4.10 shall be deemed to have been satisfied to the extent of any such Asset Sale Offer and Advance Offer so made regardless of the amount tendered or surrendered pursuant thereto. If the aggregate principal amount (or accreted value, as applicable) of Notes or the Pari Passu Indebtedness, as the case may be, tendered or surrendered by such holders thereof exceeds the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion), the Issuers shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the aggregate principal amount (or accreted value, as applicable) of the Notes or such Pari Passu Indebtedness, as the case may be, tendered or surrendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of (a) any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero, and (b) any such Advance Offer, the amount of Net Proceeds the Issuers are offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Asset Sale Offer or Advance Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer and its Restricted Subsidiaries may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness, or otherwise use such Net Proceeds in any manner not prohibited by this Indenture.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, other than a Required Asset Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale) received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s, most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes or the Guarantees of the date prior to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (B) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $250.0 million and (ii) 10.0% of Consolidated Tangible Net Worth at the time of the receipt of such Designated Non-cash Consideration, shall 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, for purposes of this Section 10.17 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents. (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion “Asset Sale Proceeds Application Period”), including a Required Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale, (1) to repay: (A) Obligations under Secured Indebtedness of the consideration received therefor is Issuer or a Guarantor (and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto); (B) Obligations under the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness which constitutes revolving obligations, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer shall either (i) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as described under Section 11.01 or (y) purchasing Notes through open market purchases or in arm’s-length privately negotiated transactions; provided that any such purchases are at a price equal to or greater than what 100% of the net after-tax proceeds would have been had such aggregate principal amount of Notes so purchased, or (ii) make an offer (in accordance with the procedures set forth below for an Asset Sale complied Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the aforementioned 75% limitation and principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (iiiC) the Net Proceeds Indebtedness of such Asset Sale are applieda Restricted Subsidiary that is not a Guarantor, or set aside for application, pursuant to, and as and other than Indebtedness owed to the extent required by, Section 3.09 hereof Issuer 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 last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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 (excluding Capital Stock, but including, without limitation, Securitization Assets and assets that consist of Servicing Advances, MSRs, mortgages and other loans, mortgage related securities and derivatives, other mortgage related receivables, REO Assets, Residual Interests and other similar assets (or any interest in any of the foregoing) that are used to support or pledged to secure Permitted Funding Indebtedness), in the case of each of clauses (A), (B) and (C), either (i) that is used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (3) any combination of the foregoing; provided that, in the case of clause (2), a binding commitment or letter of intent shall be treated as a permitted application of the Net 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 Net Proceeds will be applied to satisfy such commitment or letter of intent within 180 days after the Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Net Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment, and, in the event that any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds. (c) To the extent Net Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth in the preceding paragraph, such excess amount 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 and, if required or permitted by the terms of other Indebtedness that is pari passu in right of payment 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 (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness, with respect to the Notes only, that is equal to $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, with respect to the Notes only, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed $100.0 million by transmitting electronically or mailing a notice to the Holders, with a copy to the Trustee, which notice shall advise the Holders of the Asset Sale Offer and shall contain all information relating to the procedures for tendering Notes in the Asset Sale Offer and withdrawing Notes therefrom, in each case consistent with this Section 10.17 and determined by the Issuer to be appropriate. The Issuer may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the Asset Sale Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, 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 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 Trustee shall select the Notes (subject to applicable Depository procedures as to Global Notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Proceeds the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. Pending the final application of an amount equal to the Net Proceeds pursuant to this Section 10.17, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise apply such Net Proceeds in any manner not prohibited by this Indenture. (d) 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 Asset Sale 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 described in this Indenture by virtue of such compliance. (e) The provisions of this Section 10.17 may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced such fair market value to be determined on the date of contractually agreeing to such Asset Sale), as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board Resolution) Issuer, of the assets or Equity Interests issued or sold or otherwise disposed ofsubject to such Asset Sale (including, for the avoidance of doubt, if such Asset Sale is a Permitted Asset Swap); and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xa) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’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 reflected on the Issuer’s consolidated 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 Issuer) of the Issuer or any such Restricted Subsidiary as (other than Subordinated Indebtedness of the date prior to the date of consummation of such transaction Issuer or a Guarantor) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been validly released, (yb) any securities, notes or other obligations securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, (c) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Asset Sale; and (d) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed the greater of (x) $150 million and (y) 3.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value (as determined in good faith by the Issuer) 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 365 days after the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion later of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iiiA) the Net Proceeds date of such Asset Sale are appliedand (B) the receipt of any Net Proceeds of any Asset Sale, the Issuer or set aside for applicationsuch Restricted Subsidiary, pursuant toat its option, may apply an amount equal to the Net Proceeds from such Asset Sale, (1) to permanently repay and reduce: (a) Obligations under the Senior Secured Credit Facilities, and as 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 (i) the Notes (to the extent required bysuch purchases are at or above 100% of the principal amount thereof) or (ii) any other Senior Indebtedness of the Issuer or a Restricted Subsidiary (and to correspondingly reduce commitments with respect thereto, if applicable); provided that the Issuer shall equally and ratably repay and reduce Obligations under the Notes (x) as provided under Section 3.09 hereof 3.07 or the last paragraph (y) through open-market purchases or by making an offer (in accordance with subsection (c) of this Section 4.10) to all Holders of Notes to repurchase their Notes, in each case, at 100% of the principal amount thereof, plus, in the case of each of clauses (i) and (ii), the amount of accrued but unpaid interest, if any, on the principal amount of Notes to be repurchased to, but excluding, the date of repurchase; or (d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or (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 Issuer 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) an Investment in properties, (c) capital expenditures or (d) an Investment in acquisitions of other assets that, in the case of each of clause (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of this clause (2), 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 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 in connection therewith, the Issuer 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; or (3) any combination of the foregoing; provided that, pending final application of an amount equal to such Net Proceeds in accordance with clauses (1), (2) or (3) above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Proceeds in any manner not prohibited by this Indenture. (c) An amount equal to any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in subsection (b) of this Section 4.10 will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall make an offer to all Holders of the Notes, and, if required by the terms of any other Indebtedness that is pari passu in right of payment with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to repurchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, that may be repurchased 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, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture; provided that no Note of less than $2,000 remains outstanding after such purchase. The Issuer shall 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 delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (d) To the extent that the aggregate principal 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 the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer shall select such Pari Passu Indebtedness to be repurchased on a pro rata basis based on the principal amount of the Notes and such Pari Passu Indebtedness tendered or, in the case of the Notes or any such Pari Passu Indebtedness that is represented by global notes in fully registered form in the name of DTC or its nominee, in accordance with the Applicable Procedures; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset at zero. (e) Notwithstanding any other provisions of this Section 4.10, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational or constitutive documents or any agreement or (z) subject to other onerous organizational or administrative impediments, from being repatriated to the United States, 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 such amounts may be retained by the applicable Foreign Subsidiary and once such repatriation of any such affected Net Proceeds would be permitted under clauses (x), (y) or (z) above, as applicable, the Issuer will promptly apply an amount equal to such Net Proceeds in compliance with this Section 4.10 or (ii) to the extent that the Issuer has determined in good faith that the repatriation of any of or all the Net Proceeds of any Foreign Disposition could reasonably be expected to result in a material adverse tax cost consequence to the Issuer or its Restricted Subsidiaries with respect to such Net Proceeds (which, for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective Affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), neither the applicable Foreign Subsidiary nor the Issuer shall have an obligation to apply such Net Proceeds pursuant to this covenant until such time that such amounts could be repatriated without incurring such liability or consequence. Nothing in this paragraph shall be construed as a covenant by any Foreign Subsidiary to apply any Net Proceeds or a covenant by the Issuer to cause any Foreign Subsidiary to distribute any amounts (it being understood that this provision requires only that the Issuer apply certain amounts calculated by reference to certain Net Proceeds in the event of a Foreign Disposition). The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, in each case 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $60.0 million and (ii) 2.5% 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 be deemed to be Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (i) to permanently reduce Indebtedness as follows: (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as provided under Section 3.07 hereof or (y) purchasing Notes through open-market purchases, or (B) make an offer (in accordance with the procedures set forth in Sections 3.08 and 4.10(c) hereof) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% of the principal amount of such Notes, plus the amount of accrued but unpaid interest, if any, on the Notes to be repurchased, to the date of repurchase; or (D) if the assets that are the subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, or set aside for application(ii) the Issuer or a Guarantor; or (ii) to make (A) an Investment in any one or more businesses, pursuant to, provided that such Investment in any business is in the form of the acquisition of Capital Stock and as and to results in the extent required by, Section 3.09 hereof Issuer or the last paragraph any of this Section 4.10its 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 (iii) 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 Issuer 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 that in the case of clauses (ii) and (iii) 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 Issuer, or such 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 such 450th day and 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 Issuer 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 $40.0 million, the Issuers shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $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 the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, and in the case of any Pari Passu 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 and Additional Interest, if any, in accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $40.0 million by delivering to the Holders the notice required pursuant to the terms of this 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $40.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, 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 the Notes or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuers shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Issuers may, at their option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. 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. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is delivered electronically or mailed in a manner herein provided and (ii) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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 by the Issuers 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. The provisions of this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.

Asset Sales. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced as determined by an Officers' Certificate delivered to the Trustee and a Board Resolution) Issuer as of the assets or Equity Interests issued or sold or otherwise disposed of, time of contractually agreeing to such Asset Sale); and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xa) any liabilities (as shown reflected on the Issuer'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 Issuer 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (yb) any securities, notes or other obligations securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and (c) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed 10.0% 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 365 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale are applied, or set aside for application, pursuant toSale, (1) to permanently reduce: (a) Obligations under the Senior Credit Facilities, and as 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); provided that, to the extent required bythe Issuer reduces Obligations under such Senior Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.09 hereof 3.01, through open-market purchases (to the extent such purchases are at or above 100% of the last paragraph of principal amount thereof) or by making an offer (in accordance with the procedures set forth in this Section 4.104.13 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; or (d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer 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 Issuer 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), engaged in or used or useful in, as applicable, a Similar Business; (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 Issuer 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; or (4) any combination of clauses (1), (2) and (3) above; 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 Issuer or such 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 Issuer 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 $100.0 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 equal to a minimum principal amount 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, if any, to but excluding the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture with respect to an Asset Sale Offer. 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 Indenture, with a copy to the Trustee. (d) 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 and the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall repurchase the Notes and the Pari Passu Indebtedness on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (and the Trustee shall select the Notes to be repurchased in accordance with the procedures set forth under Section 4.13(g)(iii)(H)). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) Pending the final application of any Net Proceeds pursuant to this Section 4.13, 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 provisions of this Indenture relating to the Issuer’s obligations to make an Asset Sale Offer may be waived or amended as described in Article 9. (f) 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. (g) In the event that, pursuant to this Section 4.13, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the following procedures: (i) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu 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. (ii) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest up to but excluding the Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (iii) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail or otherwise in accordance with the procedures of DTC, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. 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 4.13 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 Issuer 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 amounts of $2,000 or whole multiples of $1,000 in excess thereof only; (F) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (G) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, 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 Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, then (I) the Issuer shall repurchase the Notes and the Pari Passu Indebtedness on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered, (II) the Issuer shall notify the Trustee in writing of the amount of Notes and Pari Passu Indebtedness to be purchased and (III) the Trustee shall select the Notes to be purchased (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such other method the Trustee deems fair and appropriate (and in accordance with any applicable procedures of DTC) (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 principal amount, or integral multiples 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) representing the same indebtedness to the extent not repurchased. (iv) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. (v) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Asset Sales. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless unless: (i1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (evidenced by an Officers' Certificate delivered measured as of the date of the definitive agreement with respect to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided, however, to the extent that any disposition in any such Asset Sale was of Collateral, the non-cash consideration (other than Excluded Assets) received is pledged as Collateral in accordance with the Security Documents substantially simultaneously with such sale, in accordance with the requirements set forth in this Indenture. For purposes of this provision, each of the following will be deemed to be cash: (A) cashany liabilities, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’s most recent consolidated balance sheet) , of the Issuer or any Restricted Subsidiary as of the date prior (other than contingent liabilities and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Note Guarantee) that are assumed by the transferee of any such assets and pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability; and (yB) any securities, notes Notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days contemporaneously, subject to ordinary settlement periods, converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash, shall be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required byof the cash received in that conversion; and (C) any stock or assets of the kind referred to in Section 4.10(b)(2) or (4). (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Section 3.09 hereof the Issuer (or the last paragraph of this Section 4.10applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to repay Indebtedness and other Obligations under a Credit Facility and to the extent such Credit Facility is a revolving facility, to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Oil and Gas Business, if, after giving effect to any such acquisition of Capital Stock, the Oil and Gas Business is or becomes, or all or substantially all of the assets thereof are acquired by, a Restricted Subsidiary of the Issuer; (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 an Oil and Gas Business; provided that the assets (including Voting Stock) acquired with the Net Proceeds from any disposition of Collateral are pledged as Collateral in accordance with the Security Documents concurrently with such acquisition. (c) 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 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 $5.0 million, the Issuer will, within 30 days thereof, make one or more Asset Sale Offers to the holders of the Notes (and, at the option of the Issuer, the holders of Other Pari Passu Obligations) to purchase Notes (and Other Pari Passu Obligations) pursuant to and subject to the conditions contained in this Indenture (each, an “Asset Sale Offer”), that are $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, if any, to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09, of this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 30 days after the date that Excess Proceeds exceeds $5.0 million by mailing (or transmitting otherwise in accordance with the procedures of DTC), 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 Pari Passu Obligations 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 or the Other Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Notes and such Other Pari Passu Obligations will be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Other Pari Passu Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (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 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.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Issuer (or the such Restricted Subsidiary, as the case may be) , receives consideration at the time (including by way of such Asset Sale relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value Fair Market Value (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's or such Restricted Subsidiary's ’s most recent consolidated balance sheet) of the Issuer , or any Restricted Subsidiary as of if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s consolidated balance sheet if such incurrence or accrual had taken place on or prior to the date of consummation such balance sheet, as determined in good faith by the Issuer) of such transaction the Issuer, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing, (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or 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) not to exceed the greater of $75 million and 1.5% of Consolidated 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 Permitted Consideration cash for purposes of this provisionprovision and for no other purpose. (b) Within 450 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (the “Asset Sale Proceeds Application Period”), the Issuer or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale: (1) if assets subject to such Asset Sale constitute Collateral, to repay, prepay, purchase, repurchase or redeem (a) First Priority Obligations or (b) Second Priority Obligations; provided, however, that (x) the Obligations in respect of the Notes shall be reduced on no less than a pro rata basis along with any such reduction of other Second Priority Obligations and (y) all reductions of Obligations in respect of the Notes shall be made as provided under Section 3.07, 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 in this Section 4.15 for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on such Notes; (2) if assets subject to such Asset Sale do not constitute Collateral, to repay, prepay, purchase, repurchase or redeem any Indebtedness that is secured by the assets that are the subject of such Asset Sale, any Senior Indebtedness of the Issuer or any Guarantor or any Indebtedness that would appear as a liability upon a balance sheet of a Restricted Subsidiary that is not a Guarantor (in each case other than Indebtedness owed to the Issuer or a Restricted Subsidiary); provided, however, that in connection with any repayment, prepayment, purchase, repurchase or redemption of Indebtedness pursuant to this clause (2), the Issuer or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid, prepaid, purchased, repurchased or redeemed; (3) to reinvest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Proceeds received by the Issuer or another Restricted Subsidiary) or make capital expenditures in or that are used or useful in the Issuer’s business within 450 days from the later of the date of such Asset Sale and the date of receipt of such Net Proceeds; provided that, the Issuer and its Restricted Subsidiaries shall be deemed to have complied with this clause (3) if, within 450 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into a binding agreement to consummate any such investment described in this clause (3) 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 Issuer 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 (as defined below); or (4) any combination of the foregoing. (c) Within ten Business Days after the end of an Asset Sale Proceeds Application Period with respect to an Asset Sale, if the aggregate balance of any Net Proceeds not invested or applied in the timeframe and as permitted by clauses (1), (2), (3) and (4) of Section 4.15(b) (any such Net Proceeds, whether from one or more Asset Sales, “Excess Proceeds”) exceeds $100.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all holders of the Notes, and, if the Issuer or any Guarantor elects, to the holders of any First Priority Obligations or other Second Priority Obligations, to purchase the maximum aggregate principal amount of Notes, First Priority Obligations and such other Second Priority Obligations, (with respect to the Notes only, in denominations of $2,000 initial principal amount and multiples 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 of the Notes, First Priority Obligations and such other Second Priority Obligations, in each case, plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture or the agreements governing such First Priority Obligations or other Second Priority Obligations. In the event that the Issuer or a Restricted Subsidiary prepays any First Priority Obligations or Second Priority Obligations other than the Notes that are outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Issuer or such Restricted Subsidiary shall cause the related loan commitment to be permanently reduced in an amount equal to the principal amount so prepaid. The Issuer shall commence an Asset Sale Offer for the Notes by transmitting electronically or 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, if applicable, First Priority Obligations or other Second Priority Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds to be applied in such Asset Sale Offer), the Issuer may use any remaining Excess Proceeds (or such amount offered) in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes and, if applicable, First Priority Obligations or other Second Priority Obligations surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Issuer shall determine the aggregate principal amount of Notes to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes, First Priority Obligations or such other Second Priority Obligations tendered, and the Trustee shall select the Notes to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes tendered or by lot or such similar method in accordance with the procedures of the Depositary; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero, and in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds to be applied in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.15, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use 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 under this Indenture by virtue thereof. (f) Notwithstanding the foregoing, to the extent that any of or all the Net Proceeds of any Asset Sales by a Subsidiary (x) are prohibited or delayed by applicable local law from being repatriated to the Issuer or (y) would have a material adverse Tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Issuer in its sole discretion, the portion of such Net Proceeds so affected shall not be required to be applied in compliance with this Section 4.15, and such amounts may be retained by the applicable Subsidiary; provided that, clause (x) of this paragraph shall apply to such amounts so long, but only so long, as the applicable local law shall not permit repatriation to the Issuer, and if such repatriation of any of such affected Net Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then such repatriation shall be promptly effected and such repatriated Net Proceeds shall be applied (whether or not repatriation actually occurs) in compliance with this Section 4.15; provided, further, that the 75% limitation referred aggregate amount of Net Proceeds retained pursuant to above clause (y) of this paragraph shall not apply exceed $250 million at any one time outstanding. The time periods set forth in this Section 4.15 shall not start with respect to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Net Proceeds until such time as the Net Proceeds of may be repatriated (whether or not such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may berepatriation actually occurs).

Asset Sales. (a) The 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 Issuer (or the any of its Restricted SubsidiarySubsidiaries, 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 (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents or Replacement Assets; provided that the amount of of: (x1) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of Notes) that are extinguished in connection with the transactions relating to such transaction Asset Sale, or that are assumed by the transferee of any such assets and or Equity Interests, in each case, pursuant to an agreement that releases or indemnifies the Issuer or such Restricted Subsidiary, as the case may be, from further liability; (y2) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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), in each case, within 180 days of the receipt thereof; and (3) any Designated Non-cash Consideration received by the Issuer 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 subclause (3) that is at that time outstanding, not to exceed the greater of (x) $225 million and (y) 14% of Consolidated Net Tangible Assets, calculated 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 each be deemed to be Cash Equivalents for the purposes of this clause (ii). (b) Within 455 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (i) to reduce Obligations under the Senior Credit Agreement and in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Issuer or the Guarantors (provided that if the Issuer or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Issuer shall (A) ratably reduce Obligations under the Notes as provided in Section 5.1 or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make 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 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would otherwise be redeemed under subclause (A) above) or (y) Indebtedness of a Non-Guarantor Subsidiary, including the Existing Opco Notes, in each case, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (iv) 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; (v) to make an investment in any one or more businesses, properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (vi) any combination of the foregoing; provided that the Issuer and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (iv) or (v) of this Section 3.7(b) if and to the extent that, within 455 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer 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 described in clause (iv) or (v) of this Section 3.7(b), and that investment is thereafter completed within 180 days after the end of such 455-day period. Notwithstanding the foregoing, to the extent that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Issuer in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 3.7, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) shall apply to such amounts so long, but only for so long, as the applicable local law will not permit repatriation to the United States (the Issuer hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y), then, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this Section 3.7. The time periods set forth in this Section 3.7 shall not start until such time as the Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (c) Pending the final application of any such amount of Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. Any amount of Net Cash Proceeds from any Asset Sale that is not invested or applied as provided and within the time period set forth in Section 3.7(b) shall be deemed to constitute “Excess Proceeds;” provided that any amount of proceeds offered to Holders pursuant to Section 3.7(b)(iii)(x) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be Permitted Consideration for purposes deemed to have been applied as required and shall 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 this provision; Excess Proceeds less Total Leverage Excess Proceeds, if any, exceeds $50 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of such Notes and provided furtherPari Passu Indebtedness, as applicable, on a pro rata basis, that may be purchased out of such Excess Proceeds less Total Leverage Excess Proceeds, if any, at an offer price, in the 75case of the Notes, in cash in an amount equal to 100.0% limitation referred of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to above Pari Passu Indebtedness, if any, as may be provided by the terms of such other Indebtedness), to (but not including) the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. (d) Notwithstanding the foregoing, the Issuer shall not apply only be required to make an Asset Sale Offer with 50% of the Excess Proceeds if the Consolidated Total Debt Ratio for the Issuer is less than or equal to the Specified Consolidated Total Debt Ratio after giving effect to any Asset Sale in which the Permitted Consideration application of any Net Cash Proceeds as set forth herein, including completion of any prior offer to repurchase a portion of the consideration received therefor Notes (any Excess Proceeds not required to be offered in an Asset Sale Offer in reliance on this sentence (i.e., such 50%) shall constitute “Total Leverage Excess Proceeds”). The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds less any Total Leverage Excess Proceeds within 10 Business Days after the date that such Excess Proceeds less Total Leverage Excess Proceeds, if any, exceed $50 million by transmitting electronically or by delivering to Holders the notice required pursuant to the terms of this Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Issuer 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 at any time 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 less Total Leverage Excess Proceeds, if any, exceeds $50 million. (e) To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer made with Excess Proceeds less Total Leverage Excess Proceeds, if any, is equal less than the amount offered in an Asset Sale Offer, the Issuer may use any remaining Excess Proceeds less Total Leverage Excess Proceeds, if any (any such amount, “Retained Declined Proceeds”), for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered by holders thereof exceeds the amount offered in an Asset Sale Offer, the Trustee shall select the applicable Notes (and the Issuer or its agents shall select such Pari Passu Indebtedness) to or greater than what be purchased in the net after-tax proceeds would have been had manner described below. Upon completion of any such Asset Sale complied Offer, the amount of Excess Proceeds shall be reset at zero. To the extent the Excess Proceeds less Total Leverage Excess Proceeds, if any, exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Pari Passu Indebtedness), the Issuer need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds less any Total Leverage Excess Proceeds shall not be subject to this Section 3.7 and shall be permitted to be used for any purpose in the Issuer’s discretion. (f) The Issuer will comply with the aforementioned 75% limitation requirements of Rule 14e-1 under the Exchange Act and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, any other securities laws and as and regulations to the extent required by, Section 3.09 hereof such laws or regulations are applicable in connection with the last paragraph purchase 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 under this Section 4.103.7 by virtue of such compliance. (g) 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 the Notes are listed (so long as the Trustee knows of such listing) or, if such Notes are not listed, on a pro rata basis based on the total amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer (with adjustments so that only Notes in denominations of the minimum denomination of $2,000 or integral multiples of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof) shall be purchased), 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, and, in the case may beof Global Notes, the procedures of DTC); provided that the selection of Notes for purchase shall not result in a noteholder with a principal amount of Notes less than the minimum denomination of $2,000 (or if a PIK Payment has been made, in the minimum denomination of $1.00). No Note will be repurchased in part if less than the minimum denomination of such Note would be left outstanding. (h) Notices of an Asset Sale Offer shall be sent by first class mail, postage prepaid, or sent electronically, at least 10 days but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with DTC procedures. 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. (i) A new Note in principal amount equal to the unpurchased portion of any Note (other than a Global Note) purchased in part will be issued in the name of the Holder thereof upon cancellation of the 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer'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 Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of Notes, that are extinguished in connection with the transactions relating to such transaction Asset Sale, or that are assumed by the transferee (or any third party on behalf of such transferee) of any such assets and or Equity Interests, in each case, pursuant to a written agreement that releases the Issuer or such Restricted Subsidiary from such liabilities, (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at the time outstanding, not to exceed the greater of $50.0 million and 2.0% 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 Permitted Consideration Cash Equivalents for purposes of this provision; Section 4.10 and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of the Net Cash Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale, (1) to reduce: (A) Obligations under Secured Indebtedness of the consideration received therefor Issuer or any Guarantor (and, if such Indebtedness is equal revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); (B) Obligations under other Indebtedness of the Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied any Guarantor that ranks equally in right of payment with the aforementioned 75Notes or the relevant Guarantee (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); provided that if the Issuer or any Guarantor shall so reduce Obligations under such other Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes by (i) redeeming the Notes as provided under Section 3.07 hereof, (ii) purchasing the Notes through open-market purchases (to the extent such purchases are at or above 100% limitation and of the principal amount thereof) or (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, making an offer (in accordance with Section 3.09 hereof and Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor; (2) to make an Investment in (a) any one or more businesses; provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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 or continues to constitute a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) acquisitions of other assets, in each of (a), (b), (c) and (d), 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) any combination of the foregoing; provided that, in the case of clause (2) above, a binding commitment entered into within 450 days after the Asset Sale shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash 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 Cash 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 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. Notwithstanding the foregoing, to the extent that (i) any of or all the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States or (ii) the Issuer, in its sole discretion, has determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Foreign Disposition would result in material adverse tax consequences, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that within 180 days of the receipt of the Net Cash Proceeds of any Foreign Disposition, the Issuer shall use commercially reasonable efforts to permit repatriation of such proceeds that would otherwise be subject to this Section 4.10 without violating applicable local law or incurring material adverse tax consequences, and, if such proceeds may be repatriated, within such 180 day period, such proceeds shall be applied in compliance with this Section 4.10. (c) Any Net Cash 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 (it being understood that any portion of such net proceeds used to make an offer to purchase notes, as described in clause (1) of Section 4.10(b) hereof 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 $40.0 million, the Issuer shall make an offer (an “Asset Sale 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, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness, as the case may be, that, in the case of the Notes, is in an amount at least equal to $2,000 and any 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 such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreements governing any such Pari Passu Indebtedness. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $40.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee and Paying Agent. The Issuer may satisfy the foregoing obligations with respect to any 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $40.0 million or less. To the extent that the aggregate amount of Notes and, if applicable, 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 any purpose not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer 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 Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be purchased 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). An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Guarantees (but the Asset Sale Offer may not condition tenders on the delivery of such consents). (d) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, the holder of such Net Cash Proceeds may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Cash 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 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 Issuer 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 Issuer (or the any of its Restricted SubsidiarySubsidiaries, 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 (evidenced by an Officers' Certificate delivered to on the Trustee and date a Board Resolutionlegally binding commitment for such Asset Sale was entered into) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cashcash or Cash Equivalents or Replacement Assets; provided, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided however, that the amount of of: (x1) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or the Guarantees or that are assumed by the transferee of any such assets and or Equity Interests (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement that releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (2) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 (3) any Designated Non-cash Consideration received by the Issuer 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 (3) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 15.0% of Four Quarter EBITDA, 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 on the date a legally binding commitment for such disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value); shall each be deemed to be Cash Equivalents for the purposes of this clause (ii). (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (i) to reduce Obligations under the Senior Credit Agreement and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Issuer or the Guarantors (provided that if the Issuer or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Issuer will (A) equally and ratably reduce Obligations under the Notes as provided in Article V or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make 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 no less than 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would be redeemed under clause (A) above) or (y) Indebtedness of a Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (iv) 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 (other than working capital assets), or property or capital expenditures, in each case used or useful in a Similar Business; (v) 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), properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (vi) any combination of the foregoing; provided that (x) the Issuer and its Restricted Subsidiaries will be deemed to have applied the Net Cash Proceeds pursuant to the provisions described in clauses (iv) and (v) of this Section 3.7(b) if and to the extent that, within 365 days after the receipt of the Net Cash Proceeds of an Asset Sale, the Issuer or a Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment pursuant to the provision described in clause (iv) and (v) of this Section 3.7(b), and that investment is thereafter completed within 545 days following receipt of such Net Cash Proceeds and (y) the Issuer or any Restricted Subsidiary may elect to make an investment pursuant to clauses (iv) or (v) of this Section 3.7(b) prior to receiving Net Cash Proceeds attributable to any given Asset Sale (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale) and deem the amount so invested to be applied pursuant to and in accordance with either or both of such clauses with respect to such Asset Sale. (c) Notwithstanding the foregoing, to the extent that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Issuer in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 3.7, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this Section 3.7(c) shall apply to such amounts for so long, but only for so long, as the applicable local law will not permit repatriation to the United States (the Issuer hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y) of this Section 3.7(c), then such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this Section 3.7. The time periods set forth in this Section 3.7 shall not start until such time as the Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Pending the final application of any such amount of Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. Any amount of the Net Cash Proceeds from any Asset Sale that is not invested or applied as provided and within the time period set forth in Section 3.7(b) will be deemed to constitute “Excess Proceeds”; provided that any amount of proceeds offered to Holders pursuant to Section 3.7(b)(iii)(x) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be Permitted Consideration 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 $50.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, 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 100.0% of the principal amount thereof (or in the event such Pari Passu Indebtedness was issued with original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or such lesser price, if any, as may be provided by the terms of such Pari Passu Indebtedness), to (but not including) the date fixed for purposes the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $50.0 million by transmitting electronically or by mailing to the Holders the notice required pursuant to the terms of this provision; and provided furtherIndenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Issuer 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 at any time 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 $50.0 million. (e) To the extent that the 75% limitation referred aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with 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 tendered or otherwise 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 Pari Passu Indebtedness to above 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. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Pari Passu Indebtedness), the Issuer need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds shall not apply be subject to this Section 3.7 and shall be permitted to be used for any purpose in the Issuer’s discretion. (f) The Issuer 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 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 under this Indenture by virtue thereof. (g) The provisions under this Indenture relating to the Issuer’s obligation to make an offer to purchase the Notes as a result of an Asset Sale, including the definition of “Asset Sale,” may be waived or modified at any time (including after Net Cash Proceeds have been received) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. (h) 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 (to the extent the Trustee knows of such listing) or if such Notes are not listed, on a pro rata basis (with adjustments so that only Notes in denominations of the Minimum Denomination or integral multiples of $1,000 in excess thereof shall be purchased), 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 the selection of Notes for purchase shall not result in a Noteholder with a principal amount of Notes less than the Minimum Denomination. No Note will be repurchased in part if less than the Minimum Denomination of such Note would be left outstanding. (i) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 10 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with DTC procedures, except that such notice may be delivered more than 60 days prior to the purchase date if such purchase is delayed because the receipt by the Issuer of the relevant Net Cash Proceeds has been delayed, in which case the Permitted Consideration purchase date shall be the date on which the Net Cash Proceeds are received. 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 consideration received therefor principal amount thereof that has been or is to be purchased. (j) 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 greater than what portions thereof purchased. (k) Notwithstanding the net afterforegoing, Asset Sales that are necessary or advisable (as determined by the Issuer in good faith) in order to consummate any acquisition of any Person, business or assets or any Investment or are of non-tax proceeds would have been had such Asset Sale complied core assets acquired in connection with the aforementioned 75% limitation and (iii) the Net Proceeds any acquisition of such Asset Sale are appliedany Person, business or set aside for applicationassets or any Investment, pursuant to, and as and shall not be subject to the extent required by, requirements set forth in Section 3.09 hereof or the last paragraph of this 3.7(a)(i) and Section 4.10, as the case may be3.7(a)(ii).

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 3.0% 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 Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of Issuer or such Restricted Subsidiary, at its option, may apply the consideration received therefor is equal Net Proceeds from such Asset Sale, (i) to or greater than what permanently reduce Indebtedness as follows: (A) if the net after-tax proceeds would have been had assets subject to such Asset Sale complied constitute Collateral, (x) Priority Payment Lien Obligations and, if the Indebtedness reduced is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (y) to permanently reduce (or offer to reduce, as applicable) Obligations under the Notes and under any other Pari Passu Lien Indebtedness (and to correspondingly reduce commitments with respect thereto) on a pro rata basis; provided that all reductions of (or offers to reduce) Obligations under the Notes shall be made as provided under Section 8.06 or through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest) or by making an offer (in accordance with the aforementioned 75procedures set forth in Section 8.08 and Section 9.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% limitation 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; (B) if the assets subject of such Asset Sale do not constitute Collateral, but constitute collateral for other Senior Indebtedness of the Issuer or a Subsidiary Guarantor, which Lien is permitted by this Note Purchase Agreement, to permanently reduce (and to correspondingly reduce commitments with respect thereto) Obligations under such other Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Note Purchase Agreement, and to correspondingly reduce commitments with respect thereto; (iiiC) if the Net Proceeds assets subject of such Asset Sale do not constitute Collateral or collateral for any Senior Indebtedness of the Issuer or a Subsidiary Guarantor, to permanently reduce Obligations under other Senior Indebtedness of the Issuer or a Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto), provided that the Issuer shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Notes (and may elect to reduce Pari Passu Lien Indebtedness) on a pro rata basis; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 8.06 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 in Section 8.08 and Section 9.10(c) hereof) 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 of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, or set aside for application(ii) the Issuer or a Subsidiary Guarantor; or (ii) to make (A) an Investment in any one or more businesses, pursuant toprovided, that such Investment in any business is in the form of the acquisition of Capital Stock and as and to results in the extent required by, Section 3.09 hereof Issuer or the last paragraph any of this Section 4.10its 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, provided 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 the Collateral Documents; or (iii) 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 Issuer 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 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 the Collateral Documents; provided, that, in the case of clauses (ii) and (iii) 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 Issuer, or such 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 Issuer 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 9.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) (x) in the case of Net Proceeds from Collateral, to all holders of First Lien Obligations to the extent required by the terms thereof and (y) in the case of any other Net Proceeds, all holders of First Lien Obligations and all holders of other Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the extent required by the terms thereof to purchase the maximum aggregate principal amount of such First Lien Obligations and Pari Passu Indebtedness, as the case may be, that, in the case of the Notes, is in an amount equal to 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 the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any other First Lien Obligations and Pari Passu 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 accordance with the procedures set forth in this Note Purchase Agreement. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $40.0 million by delivering the notice required pursuant to the terms of this Note Purchase Agreement. 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $40.0 million or less. To the extent that the aggregate amount of First Lien Obligations and Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purposes not otherwise prohibited under this Note Purchase Agreement. If the aggregate principal amount of First Lien Obligations and Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall purchase such First Lien Obligations and Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of such First Lien Obligations and Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no such First Lien Obligations and Pari Passu Indebtedness, 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). Additionally, the Issuer may, at its option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any such Asset Sale Offer any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Note Purchase Agreement. (d) Pending the final application of any Net Proceeds pursuant to this Section 9.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Note Purchase Agreement. (e) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is delivered electronically or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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 by the Issuer 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 Note Purchase Agreement, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Note Purchase Agreement by virtue thereof. The provisions of this Section 9.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Asset Sales. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cashCash Equivalents; provided, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or that are owed to the Issuer or any Restricted Subsidiary as of the date prior to the date of consummation of such transaction Subsidiary, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Consideration, shall be deemed Cash Equivalents (to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion extent of the consideration Cash Equivalents received) within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received therefor is equal to by the Issuer or greater than what the net after-tax proceeds would have been had such Restricted Subsidiary in such Asset Sale complied having an aggregate fair market value, taken together with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, all other Designated Non-cash Consideration received pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may be.clause

Asset Sales. The Issuer shall Issuers will not, and shall will not permit any of its their Restricted Subsidiaries to, consummate an Asset Sale unless (i) the such Issuer (or the 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 (evidenced by a resolution of its Board of Directors, whose determination shall be conclusive, set forth in an Officers' Certificate delivered to the Trustee and a Board ResolutionTrustee) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (ii) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the such Issuer or such Restricted Subsidiary is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the such Issuer's or such Restricted Subsidiary's most recent balance sheet) ), of the such Issuer or any of its Restricted Subsidiary as of the date prior Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the date of consummation of such transaction Senior Subordinated Notes) that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the such Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days promptly converted by the such Issuer or such Restricted Subsidiary into Permitted Considerationcash (to the extent of the cash received), shall be deemed to be Permitted Consideration cash for purposes of this provision; the foregoing and provided furtherthe next paragraph. Notwithstanding the immediately preceding paragraph, that the 75% limitation referred Issuers and their Restricted Subsidiaries will be permitted to above shall not apply to any consummate an Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied without complying with the aforementioned 75% limitation and prior paragraph if (iiii) such Issuer or such Restricted Subsidiary receives consideration at the Net Proceeds time of such Asset Sale are applied, or set aside for application, pursuant to, and as and at least equal to the extent required byfair market value of the assets or other property sold, Section 3.09 hereof issued or otherwise disposed of (as evidenced by a resolution of its Board of Directors, which shall be conclusive, set forth in an Officers' Certificate delivered to the last Trustee) and (ii) at least 75% of the consideration for such Asset Sale constitutes a controlling interest in a Permitted Business, assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that any cash (other than any amount deemed cash under clause (ii)(x) of the preceding paragraph) or Cash Equivalents received by such Issuer or such Restricted Subsidiary in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of this Section 4.10the next paragraph. Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer or such Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option, (a) to repay Indebtedness under the Senior Credit Facility (and to correspondingly permanently reduce the commitments with respect thereto) or (b) to the acquisition of a controlling interest in a Permitted Business, the making of a capital expenditure or the acquisition of assets used or useful in a Permitted Business. Pending the final application of any such Net Cash Proceeds, the Issuers or such Restricted Subsidiary, as the case may be, may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph within the applicable period shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall be required to make an offer to all Holders of Senior Subordinated Notes and all holders of other pari passu Indebtedness of the Issuers containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds or sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Senior Subordinated Notes and such other pari passu Indebtedness of the Issuers that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of repurchase, in accordance with Section 3.9 and such other Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of the Senior Subordinated Notes and such other Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and such other Indebtedness to be purchased on a pro rata basis, by lot or by any other customary method; provided that no Senior Subordinated Notes of $1,000 or less shall be redeemed in part. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Senior Subordinated Notes pursuant to an Asset Sale Offer.

Asset Sales. (a) The Issuer Company 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 Issuer (Company or the 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 (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, therefor received by the Issuer Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's or such Restricted Subsidiary's Company’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet) of , such liabilities that would have been reflected on the Issuer Company’s consolidated balance sheet or any Restricted Subsidiary as of in the date footnotes thereto if such incurrence or accrual had taken place on or prior to the date of consummation such balance sheet, as determined in good faith by the Company) of such transaction the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Company and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing, (yB) any securities, notes or other obligations or assets received by the Issuer Company or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Company or such Restricted Subsidiary into Permitted cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Company or 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) that is at that time outstanding, not to exceed 2.00% 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 360 days after the 75% limitation referred to above shall not apply to Company’s or any Restricted Subsidiary’s receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion Company or any Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (1) to permanently repay or permanently reduce: (A) Obligations under a Credit Facility to the extent such Obligations were incurred under Section 1011(b)(1), and to correspondingly reduce any outstanding commitments with respect thereto; (B) Obligations under Senior Secured Indebtedness of the consideration received therefor is Company or a Guarantor, and to correspondingly reduce any outstanding commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Company or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that to the extent the Company or any Restricted Subsidiary shall so repay any such other Senior Indebtedness, the Company will either (x) reduce Obligations under the Notes on a pro rata basis by, at its option, (I) redeeming Notes as described under Section 1101, or (II) purchasing Notes through open market purchases, at a price equal to or greater than what 100% of the net after-tax proceeds would have been had such principal amount thereof, in a manner that complies with this Indenture and applicable securities law, or (y) make an offer (in accordance with the procedures set forth below for an Asset Sale complied with Offer) to all Holders to purchase their Notes on a ratable basis for no less than 100% of the aforementioned 75% limitation and principal amount thereof, plus the amount of accrued but unpaid interest on the principal amount of Notes to be repurchased (iii) the Net Proceeds of such which offer shall be deemed to be an Asset Sale are appliedOffer); or (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or set aside for application, pursuant to, and as and other than Indebtedness owed to the extent required by, Section 3.09 hereof Company or another Restricted Subsidiary; or (2) to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Company and/or one or more Restricted 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 Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other property or assets, in the case of each of (a), (b) and (c), either (i) used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that the Company and its Restricted Subsidiaries will be deemed to have complied with this clause (2) if and to the extent that, within 360 days after the Asset Sale that generated the Net Proceeds, the Company or any Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such Investment described in this clause (2), and such Investment is thereafter completed within 180 days after such 360-day period; or (3) in the case of the Net Proceeds of any Affinia South America Sale, to make one or more Restricted Payments to the extent permitted under Section 1010(b)(18). (c) To the extent of the balance of any Net Proceeds not invested or applied as permitted by Section 1017(b)(1) and (b)(2) (any such Net Proceeds, whether from one or more Asset Sales, “Excess Proceeds”), the Company 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 Notes and such Pari Passu Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 thereafter (with respect to the Notes only), that 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 closing of such offer, in accordance with the procedures set forth in this Indenture. In the event that the Company or a Restricted Subsidiary prepays any Pari Passu Indebtedness that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Company or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $20.0 million by mailing or transmitting electronically the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Company may elect to commence an Asset Sale Offer with respect to all or part of the available Net Proceeds in advance of being required to do so by this Indenture. To the extent that the aggregate amount of Notes and, if applicable, Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds the Company is offering to apply in such Asset Sale Offer), the Company may use any remaining Excess Proceeds in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the applicable agent or trustee for the Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered or in accordance with the procedures of DTC; provided that no Notes of $2,000 or less in principal amount shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero, and in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds the Company is offering to apply in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds. (d) Pending the final application of any Net Proceeds pursuant to this Section 1017, the Company or the applicable Restricted Subsidiary 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 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 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. (f) With respect to any partial redemption or repurchase of Notes made pursuant to this Indenture, if less than all of the Notes are to be redeemed at any given time, selection of such Notes for redemption will be made by the Trustee (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) on a pro rata basis to the extent practicable or (c) by lot or such other similar method in accordance with the procedures of the Depositary; provided that no Notes of $2,000 or less shall be redeemed or repurchased in part. (g) Notices of purchase or redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 15 but not more than 60 days before the purchase or Redemption Date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. (h) If any Notes are to be purchased or redeemed in part only, the Company shall issue a new Note in principal amount equal to the unredeemed portion of the original Note in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, subject to Section 1105(c). On and after the Redemption Date, unless the Company defaults in payment of the Redemption Price, interest shall cease to accrue on Notes or portions thereof called for redemption, unless such redemption is conditioned on the happening of a future event.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the Issuer's ’s or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $215 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding the receipt of such Designated Non-cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (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 case be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (b) Within 15 months after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the amount of Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted under this Indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if the Issuer or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for the avoidance of doubt, does not include Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), the Issuer 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 a pro rata principal amount of Notes 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, if any); or (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 Issuer or in an increase in the percentage ownership by the Issuer (or a Restricted Subsidiary) in such Restricted Subsidiary), 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 or, in each case, to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application from the date of such commitment until the 21-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 after the 15-month anniversary of the receipt of such Net Proceeds but before an amount equal to such Net Proceeds is so applied, then such unapplied amount shall constitute Excess Proceeds unless the Issuer 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 the Issuer 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 an amount equal to such Net Proceeds is applied or is not applied within six months of such Second Commitment, then such unapplied amount shall constitute Excess Proceeds. Pending the final application of any such amount, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility or otherwise use such amount in any manner not prohibited by this Indenture. If the Issuer has not applied an amount equal to such Net Proceeds from any Asset Sale as provided and within the time period set forth in the two immediately preceding paragraphs of this Section 4.06(b), then, in lieu of applying such amount in such manner, such unapplied amount (it being understood that any amount 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 so applied whether or not such offer is accepted) will be Permitted Consideration deemed to constitute “Excess Proceeds.” If the aggregate amount of Excess Proceeds exceeds $200 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such 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 other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be offered to the holders of such other Pari Passu Indebtedness), to, but excluding, the date fixed for purposes the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that the aggregate amount of Excess Proceeds exceeds $200 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of this provision; and provided furtherIndenture, that with a copy to the 75% limitation referred Trustee. The Issuer may, at its option, satisfy the foregoing obligations with respect to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is an amount equal to or greater less than what the net after-tax proceeds would have been had amount of any Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the relevant 15 months (or such longer periods as provided above) or with respect to Excess Proceeds of $200 million or less (it being understood that such amount used to make an Asset Sale Offer shall satisfy the foregoing obligations with respect to such amount whether or not such Asset Sale complied Offer is accepted). To the extent that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds or such lesser amount offered, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds or such lesser amount offered for any purpose that is not prohibited by this Indenture and shall not be required to use them for any other purpose. If the aggregate principal amount of Notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Issuer 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 to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). (c) The Issuer will comply with the aforementioned 75% limitation 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 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. (d) 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 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 Net Proceeds compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer 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 the Issuer 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 Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are appliedto be accepted by the Issuer. 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 Issuer to the Trustee are 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 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form 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 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 other Pari Passu Indebtedness) 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 Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Issuer shall notify the Trustee of any such listing), or set aside for applicationif such Notes are not so listed, pursuant to, and as and on a pro rata basis to the extent required bypracticable, Section 3.09 hereof by lot or by such other method (and in such manner as complies with the last paragraph requirements of this Section 4.10the Depository, as if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the case may beterms of such other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Issuer (or the Restricted Subsidiary, as the case may be) , receives consideration at the time of such the Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii) except as otherwise provided the fair market value is determined by the Issuer's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an IPP Sale Agreement, Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of (A) cash. For purposes of this provision, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life each of the Notes and/or following will be deemed to be cash: (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (xa) any liabilities (liabilities, as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) , of the Issuer or any Restricted Subsidiary as of the date prior (other than contingent liabilities and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes) that are assumed by the transferee of any such assets and assets; (yb) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted or convertible within 90 days by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received or that would be received in that conversion; and (c) long-term assets that are used or useful in a Permitted ConsiderationBusiness. Within 18 months after the receipt of any Net Proceeds from an Asset Sale, shall the Issuer may apply those Net Proceeds, at the Issuer's option: (1) to repay the Issuer's Indebtedness and Indebtedness or any of its Restricted Subsidiaries of any of its Restricted Subsidiaries and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; PROVIDED, HOWEVER, that if and to the extent that one of the Issuer's Restricted Subsidiaries makes an offer to purchase or otherwise redeem outstanding Indebtedness pursuant to an agreement governing such Indebtedness that requires that such offer be made with such Net Proceeds, then such Restricted Subsidiary will be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred provision to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to have purchased or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may be.otherwise redeemed such

Asset Sales. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor therefor, together with all other Asset Sales since the Issue Date received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the Issuer's ’s or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 2.25% of Total Assets (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 Permitted Consideration Cash Equivalents for the purposes of this provision; Section 4.06(a). (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay, prepay, purchase, redeem, acquire or otherwise reduce (A) Indebtedness under the ABL Facility Agreement or constituting Credit Facility Indebtedness and other Pari Passu Indebtedness in each case that is secured by a Lien permitted under this Indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) Notes Obligations (provided furtherthat such purchases are at or above 100% of the principal amount thereof), (D) [reserved] or (E) other Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce the Obligations under unsecured Pari Passu Indebtedness under this clause (E), the Issuer 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 75Notes were issued with significant original issue discount, 100% limitation referred of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to above 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, if any, on the pro rata principal amount of Notes being repurchased), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; or (ii) to invest in Replacement Assets or to reimburse the cost of any investment in Replacement Assets incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment entered into not later than such 365th day shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such 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; 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. Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Credit Agreement Indebtedness or Indebtedness under the ABL Facility Agreement, if any, or otherwise invest such Net Proceeds in any manner not apply to 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 which the Permitted Consideration first sentence of 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 consideration received therefor aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and, if applicable, such 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 greater other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to, but excluding, 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 twenty (20) Business Days after the date that Excess Proceeds exceeds $50.0 million by mailing, or delivering electronically if the Notes are held by the Depository, 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 Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than what the net after-tax proceeds would have been had Excess Proceeds, the Issuer 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 Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Issuer of the aggregate principal amount to be selected, shall select the Notes to be purchased in the manner described in Section 4.06(e). The Issuer may satisfy the foregoing obligation 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 relevant 365 days (or such longer period provided by this Section 4.06(b). Upon completion of any such Asset Sale complied Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuer will comply with the aforementioned 75% limitation 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 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. (d) 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 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 Net Proceeds compliance of such allocation with the provisions of Section 4.06(b). (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three (3) 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 (1) 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 expiration of the period for which the Asset Sale Offer remains open, more Notes (and such other Pari Passu Indebtedness) are appliedtendered 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 (and the Issuer shall notify the Trustee of any such listing), or set aside for applicationif such Notes are not so listed, pursuant to, and as and on a pro rata basis to the extent required bypracticable or by lot (and in such manner as complies with the requirements of the Depository, Section 3.09 hereof if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the last paragraph terms of this Section 4.10such other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, as postage prepaid, or delivered electronically if held by the case may beDepository, 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Issuer (or the any 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, in the Issuer’s good faith determination, at least 75% of the consideration therefor received by the Issuer or any such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’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 reflected on the Issuer’s consolidated 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than Contingent Obligations and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been released, (yB) any securities, notes or other obligations or securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuer) taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) the amount of the cash received (less the cost of disposition, if any) and (ii) the initial amount of such Designated Non-Cash Consideration) not to exceed $50,000,000 at the time of receipt, with the fair market value (as determined in good faith by the Issuer) 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 365 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale are applied, or set aside for application, pursuant to, and as Sale, (1) to permanently reduce: (A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto, (B) Obligations under Pari Passu Indebtedness that are secured by a Lien, which Lien is permitted by this Indenture, and, if applicable, to correspondingly reduce commitments with respect thereto, (C) Obligations under the extent required byNotes (provided that such purchases are at or above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of the Issuer or a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the Senior Credit Facilities or other Secured Indebtedness) then the Issuer shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.09 hereof 3.07 or (y) through open market purchases (provided that such purchases are at or above 100% of the last paragraph principal amount thereof) or (ii) make an offer (in accordance with clauses (c), (d) and (e) of this Section 4.10) 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 principal amount of Notes that would otherwise be redeemed under clause (i) of this clause (C), or (D) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; or (2) to (A) make 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 Issuer 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) make capital expenditures or (C) acquire, maintain, develop, construct, improve, upgrade or repair businesses, properties and/or assets (other than current assets or Equity Interests in a Person that is not, or does not as a result of any such acquisition become, a Restricted Subsidiary) that, in the case of each of (A), (B) and (C) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided 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 180 days of such commitment (an “Acceptable Commitment”); and 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 if not otherwise applied as provided above within 365 days of the receipt of such Net Proceeds; or (3) any combination of the foregoing. (c) Any Net Proceeds from an 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 $25,000,000, the Issuer or any Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any 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 in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof 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, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted 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. (d) The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25,000,000 by mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) the notice required pursuant to the terms of this Indenture, with a copy mailed or electronically transmitted to the Trustee. (e) To the extent that the aggregate principal 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 the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuer and its Restricted Subsidiaries, at its option in its sole discretion, may make an Asset Sale Offer and satisfy the obligations described in this Section 4.10 with respect to any Excess Proceeds prior to the amount of Excess Proceeds exceeding $25,000,000, in which case, upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amounts of such Excess Proceeds. (f) Pending the final application of any Net Proceeds pursuant to this Section 4.10, 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. (g) 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the any 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap or the disposition of any property the disposition of which is necessary for the Issuer to qualify, or to maintain its qualification, as, a real estate investment trust for U.S. federal income tax purposes, in each case, in the Issuer’s good faith determination, at least 75% of the consideration therefor received by the Issuer or any such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’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 reflected on the Issuer’s consolidated 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than Contingent Obligations and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) or are acquired and extinguished by the Issuer or such Restricted Subsidiary and, in each case, for which the Issuer, and all such Restricted Subsidiaries shall have no further obligation with respect thereto, (yB) any securities, notes or other obligations or securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding (but, to the extent that any such Designated Non-cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition, if any) and (b) the initial amount of such Designated Non-cash Consideration) not to exceed the greater of (x) $200.0 million and (y) 7.50% of Total Assets, with the fair market value (as determined in good faith by the Issuer) 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 Capital Stock or assets described in clauses (A) and (D) of Section 4.10(b)(ii) hereof shall be deemed to be Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of from such Asset Sale are appliedSale, (i) to permanently reduce: (A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto; (B) Obligations under Pari Passu Indebtedness that is secured by a Lien, or set aside for applicationincluding the Secured Notes, pursuant towhich Lien is permitted by this Indenture, and as to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Pari Passu Indebtedness of an Issuer or a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the extent required bySenior Credit Facilities, the Secured Notes or other Secured Indebtedness) then the Issuers shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.09 hereof 3.07 or (y) through open market purchases or (ii) make an offer (in accordance with Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the last paragraph principal amount thereof, plus the amount of this Section 4.10accrued but unpaid interest, if any, on the principal amount of Notes that would otherwise be redeemed under clause (i), or (D) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to an Issuer or another Restricted Subsidiary; or (ii) 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 Issuer 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) acquire properties (other than working capital or Capital Stock), (C) make capital expenditures or (D) acquire other assets (other than working capital or Capital Stock) that, in the case of each of (A), (B), (C) and (D) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of clause (ii) 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 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; or (iii) any combination of the foregoing. (c) Any Net Proceeds from an 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 $75.0 million, the Issuer or any Restricted Subsidiary shall make an offer to all Holders of Notes and, if required by the terms of any 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 in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof 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, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted 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. (d) The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within fifteen (15) Business Days after the date that Excess Proceeds exceed $75.0 million by electronically delivering or mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate principal amount of Notes 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, subject to the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased (i) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (ii) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (iii) by lot or such similar method in accordance with the procedures of DTC; provided that no notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (f) Pending the final application of any Net Proceeds pursuant to this covenant, 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. (g) 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 its obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an any Asset Sale unless Sale, unless: (i1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) is in at least equal to the form Fair Market Value of the assets sold or disposed of, and (2) at least 75.0% of the consideration received by the Issuer or such Restricted Subsidiary consists of cash or Cash Equivalents or Replacement Assets; provided that, with respect to the sale of one or more Properties, up to 75.0% of the consideration may consist of Indebtedness of the purchaser of such Properties so long as such Indebtedness is secured by a first priority Lien on the Properties sold; provided further that, for purposes of this clause (2), the following will be deemed to be cash: (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any such Restricted Subsidiary as of the date prior (other than contingent liabilities and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Note Guarantee) that are assumed by the transferee of any such assets and for which either (ya) the Issuer and any such Restricted Subsidiaries have been validly released by the creditors or (b) the transferee and/or an Affiliate thereof has agreed in writing to fully indemnify the Issuer or such Restricted Subsidiaries; (B) any securities, evidences of Indebtedness, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents within 180 days of the consummation of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, shall be deemed taken together with all other Designated Non-cash Consideration received pursuant to be Permitted this clause (C) that is at that time outstanding, not to exceed the greater of $100.0 million and an amount equal to 3.3% of Adjusted Total Assets, as of any date of Incurrence, with the Fair Market Value of each item of Designated Non-cash Consideration for purposes of this provision; being measured at the time received and provided furtherwithout giving effect to subsequent changes in value. In addition, that the 75% limitation referred to above shall not apply to any Asset Sale arising from any sale, transfer or other disposition of an Investment in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and a Joint Venture to the extent required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in joint venture or similar agreements need not comply with clauses (1) and (2) above to the extent that such transaction is otherwise permitted under this Indenture and the Net Cash Proceeds received in such transaction shall be applied in accordance with the provisions of this covenant set forth below. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer will or will cause the Applicable Percentage of such Net Cash Proceeds (or an amount equal to the Applicable Percentage of such Net Cash Proceeds) to be applied to: (1) (i) make any repayments of Pari Passu Lien Obligations as required pursuant to the XHR Credit Agreements during the Covenant Waiver Period (as defined in the XHR Credit Agreements from time to time) (without obligation to permanently reduce commitments with respect thereto unless required under the XHR Credit Agreements) and (ii) thereafter, permanently reduce Obligations constituting Pari Passu Lien Obligations and, if the Indebtedness repaid is revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the Issuer or a Restricted Subsidiary); provided that (x) to the extent the terms of Pari Passu Lien Obligations that are incurred pursuant to Credit Facilities (other than Obligations under the Notes or other Capital Markets Indebtedness) require that such Pari Passu Lien Obligations are repaid with the Net Cash Proceeds from an Asset Sale prior to repayment of other Indebtedness (including the Notes), the Issuer and the Restricted Subsidiaries shall be entitled to repay such other Pari Passu Lien Obligations (other than Capital Markets Indebtedness) prior to repaying Obligations under the Notes (it being understood and agreed that during the Covenant Waiver Period, the terms of the Revolving Credit Facility require that the Revolving Credit Facility be repaid with the Net Cash Proceeds from an Asset Sale prior to repayment of other Indebtedness (including the Notes)) and (y) except as provided in the foregoing clause (x), if the Issuer or any Restricted Subsidiary shall so reduce Pari Passu Lien Obligations, the Issuer will, equally and ratably, reduce Obligations under the Notes pursuant to Section 3.09 3.07 through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth herein) to all Holders to purchase their Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount of Notes so purchased; (2) fund all or a portion of an optional redemption of the Notes pursuant to Section 3.07 hereof or repurchase the last paragraph Notes in open market transactions if such repurchase is not otherwise prohibited by this Indenture; (3) permanently reduce Obligations ranking pari passu with the Notes other than Pari Passu Lien Obligations so long as the relevant Net Cash Proceeds are received with respect to an Asset Sale of property that does not constitute Collateral; provided that if the Issuer or any Restricted Subsidiary shall so reduce any such pari passu Obligations, the Issuer will equally and ratably reduce or offer to reduce Obligations under the Notes in any manner set forth in clause (1)(y) above (based on the amounts so applied to such repayments or prepayments); (4) permanently reduce Secured Indebtedness of the Issuer or any Subsidiary Guarantor or Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, in each case owing to a Person other than the Issuer or any of its Restricted Subsidiaries; (5) make (A) an investment in or acquisition of any one or more Replacement Assets, (B) capital expenditures in a Related Business owned by the Issuer or a Restricted Subsidiary or (C) an acquisition of other assets of a nature or type that are used in or useful to the business of the Issuer or any of its Restricted Subsidiaries existing on the date of such investment, capital expenditure or acquisition; provided that the assets (including Capital Stock) acquired with the Net Cash Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Security Documents (except to the extent a Lien thereon is not required by, or is released by lenders, under the XHR Credit Agreements); or (6) any combination of the foregoing; provided, that the Issuer will be deemed to have complied with the provisions described in clause (5) of this Section 4.104.09 if and to the extent that the Issuer or any of its Restricted Subsidiaries enter into a definitive agreement committing to make such investment, acquisition or capital expenditure or so invest within such 365-day period, which acquisition, capital expenditure or investment shall be made within 180 days after the end of such 365-day period. (c) Pending the application of any such Net Cash Proceeds as described above, the Issuer may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 365-day period as set forth in the preceding sentence and not applied (or committed to be applied) as so required by the end of such period will constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not previously subject to an Offer to Purchase pursuant to this Section 4.09 totals more than the greater of (x) $50.0 million and (y) 1.6% of Adjusted Total Assets, the Issuer must commence, not later than 20 Business Days thereafter, and consummate an Offer to Purchase from the 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 an Offer to Purchase or redeem with the proceeds of sales of assets, on a pro rata basis (subject to adjustments to maintain the authorized denominations for the Notes and any pari passu Indebtedness), an aggregate principal amount of Notes and such other pari passu Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus, in each case, accrued and unpaid interest, to, but not including, the Payment Date. (d) If the aggregate principal amount of Notes and other pari passu Indebtedness with the Notes tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of the Notes and such other pari passu Indebtedness tendered (subject to adjustments to maintain the authorized denominations for the Notes and any pari passu Indebtedness). Upon completion of each Offer to Purchase, any remaining Excess Proceeds subject to such Offer to Purchase will no longer be deemed to be Excess Proceeds and may be applied to any other purpose not prohibited under this Indenture. (e) If any such Offer to Purchase is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, in the Issuer’s discretion, the Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Payment Date, or by the Payment Date as so delayed, in each case may bein accordance with Section 3.03 hereof. (f) On the Payment Date, the Issuer will: (1) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (2) deposit with the applicable paying agent money sufficient, as determined by the Issuer, to pay the purchase price of all Notes or portions thereof so accepted; and (3) promptly thereafter deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent will promptly deliver to the Holders so accepted payment in an amount equal to the purchase price, and the Trustee will promptly authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of any Note surrendered; provided that each Note purchased and each new Note issued will be in a principal amount of $2,000 and any higher integral multiple of $1,000. The Issuer will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. (g) 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 Offer to Purchase in connection with an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such compliance.

Asset Sales. (a) The 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 Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on reflected in the Issuer'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 Issuer or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual have taken place on the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed 5% of the Issuer’s 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale are applied, or set aside for application, pursuant toSale, (1) to permanently reduce: (A) Obligations under Senior Indebtedness that is Secured Indebtedness permitted by the Indenture, and as to correspondingly reduce commitments with respect thereto; (B) Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto) through open-market purchases or by making an Asset Sale Offer in accordance with the procedures set forth below; provided that to the extent required bythe Issuer or such Restricted Subsidiary reduces Obligations under Senior Indebtedness other than the Notes, the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.09 hereof 3.07 through open-market purchases (provided that such purchases are at or above 100% of the last paragraph principal amount thereof) or by making an Asset Sale Offer in accordance with the procedures set forth below to all Holders to purchase their Notes at 100% of this Section 4.10the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (or any Affiliate thereof); or (2) to make (a) an Investment in any one or more businesses, provided that if such business is not a Restricted Subsidiary, such Investment is in the form of the acquisition of Capital Stock and results in the Issuer 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) an Investment in properties, (c) capital expenditures or (d) acquisitions of other assets, in each of clauses (a) through (d), 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; provided that, in the case of this clause (2), 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 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 Issuer 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 Asset Sales that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million, the Issuer will be required to make an offer to all Holders of the Notes and, if required or permitted by the terms of any other 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 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 Additional Interest, if any, 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 $200.0 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 any other Senior 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 the Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the agent for such other Senior Indebtedness, as applicable, shall select the Senior 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 Notes or such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall 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; provided that such Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed Excess Proceeds. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, 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 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the such Restricted Subsidiary, as the case may be) , receives consideration (including by way of relief from, or by any 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted or reasonably expected by the Issuer acting in good faith to be converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received or expected to be received) or by their terms are required to be satisfied for Cash Equivalents within 180 days (450 days in the case of any securities, notes or other obligations or assets received in respect of any Asset Sale of the Specified Real Property Assets) following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $710.0 million and (ii) 5.0% 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 Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (i) to permanently reduce Indebtedness as follows: (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as provided under Section 3.07 hereof or (y) purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which may be below par), or (B) make an offer (in accordance with the procedures set forth in Sections 3.08 and 4.10(c) hereof) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% of the principal amount of such Notes, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes to be repurchased, to, but excluding, the date of repurchase; or (D) if the assets that are the subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, or set aside for application(ii) the Issuer or a Subsidiary Guarantor; or (ii) to make (A) an Investment in any one or more businesses, pursuant to, provided that such Investment in any business is in the form of the acquisition of Capital Stock and as and to results in the extent required by, Section 3.09 hereof Issuer or the last paragraph any of this Section 4.10its Restricted 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 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 (iii) 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 Issuer 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, (C) properties or (D) acquisitions of other assets that, in each of (A), (B), (C) and (D), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that a binding commitment or letter of intent 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 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 Net Proceeds will be applied to satisfy such commitment or letter of intent within the later of such 450th day and 180 days of such commitment or letter of intent (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 Issuer 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. Notwithstanding any other provisions of this Section 4.10, (i) to the extent that the application of any or all of the Net Proceeds of any Asset Sale by the Issuer or a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or materially delayed by applicable local law or (y) prohibited or materially delayed by applicable organizational documents or any agreement from being repatriated to the United States, 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 such amount may be retained by the Issuer or the applicable Foreign Subsidiary; provided that if at any time within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law or the applicable organizational document or agreement, an amount equal to such amount of Net Proceeds so permitted to be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) in compliance with this Section 4.10 and (ii) to the extent that the Issuer 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 with respect to such Net Proceeds (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective Affiliates and/or their equityholders would incur a material tax liability, including as a result of a tax dividend, a deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Proceeds so affected may be retained by the Issuer or the applicable Foreign Subsidiary and an amount equal to such Net Proceeds will not be required to be applied in compliance with this Section 4.10. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require the Issuer or any Subsidiary to repatriate cash. (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 $200.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $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 the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to but excluding the date fixed for the closing of such offer, and in the case of any Pari Passu 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 accordance with the procedures set forth in this Indenture and the agreement(s) governing such Pari Passu Indebtedness. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 20 Business Days after the date that Excess Proceeds exceed $200.0 million by delivering the notice required pursuant to the terms of this 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $200.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purposes not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Issuer may, at its option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. (d) An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Guarantees (but the Asset Sale Offer may not condition tenders on the delivery of such consents). (e) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (f) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is delivered electronically or mailed in a manner herein provided and (ii) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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 by the Issuer 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. The provisions of this Section 4.10 may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of all the Notes then outstanding. An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Guarantees.

Asset Sales. (a) The 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 Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as in the case of a Permitted Asset Swap, if the property or assets sold or otherwise provided disposed of have a fair market value in an IPP Sale Agreementexcess of the greater of (x) $70.0 million and (y) 1.5% of Total Assets of the Issuer (measured at the time of contractually agreeing to such Asset Sale), at least 75% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees of the date prior to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (B) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is outstanding at such time, not to exceed the greater of (x) $285.0 million and (y) 6.0% of Total Assets of the Issuer at the time of the receipt of such Designated Non-cash Consideration, shall 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, for purposes of this Section 10.17 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents; and (3) the Issuer or such Restricted Subsidiary has complied with the applicable provisions of this provision; Indenture and provided further, that the 75% limitation referred to above shall not apply to Security Documents. (b) Within 540 days after the Issuer’s or any Restricted Subsidiary’s receipt of any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion “Asset Sale Proceeds Application Period”), the Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to the Applicable Percentage of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had Net Proceeds from such Asset Sale complied (the “Applicable Proceeds”), (1) to repay: (A) to the extent the assets or property disposed of in the Asset Sale constituted: (I) ABL Priority Collateral, ABL Obligations or (II) Term Loan Priority Collateral, Pari Passu Secured Obligations; provided that if the Issuer or any Restricted Subsidiary shall so repay any such Obligations other than the Notes, the Issuer will either (1) reduce Obligations under the Notes on a pro rata basis by, at its option, (A) redeeming the Notes as described under Section 11.01 or (B) purchasing the Notes through open-market purchases or in arm’s-length privately negotiated transactions, or (2) make an offer (in accordance with the aforementioned 75procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Pari Passu Secured Obligations for no less than 100% limitation of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon, and in each case of (I) and (iii) II), in the Net Proceeds case of revolving obligations, to correspondingly reduce commitments with respect thereto (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Sale are appliedconstituted “borrowing base assets”), but in each case, other than Indebtedness owed to the Issuer or set aside for application, pursuant to, and as and any Restricted Subsidiary; (B) to the extent required the assets or property disposed of in the Asset Sale did not constitute Collateral, Obligations under the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or any Restricted Subsidiary) and, in the case of other Senior Indebtedness (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Sale constituted “borrowing base assets”), to correspondingly reduce any outstanding commitments with respect thereto, if applicable; provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer shall either (1) reduce Obligations under the Notes on a pro rata basis by, at its option, (A) redeeming Notes as described under Section 3.09 hereof 11.01 or (B) purchasing Notes through open-market purchases or in arm’s-length privately negotiated transactions, or (2) make an offer (in accordance with the last paragraph procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of this Section 4.10the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or (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 Issuer 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 (other than Capital Stock), in the case of each of clauses (A), (B) and (C), either (i) that is used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (3) any combination of the foregoing; provided that, in the case of clause (2) 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 Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Applicable Proceeds are actually applied in such manner within the later of 540 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Applicable Proceeds are applied in connection therewith, then such Applicable Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”) and such Applicable Proceeds are actually applied in such manner within 180 days from the date of the Second Commitment; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Applicable Proceeds are applied, then such Applicable Proceeds shall constitute Excess Proceeds to the extent the Asset Sale Proceeds Application Period has expired. (c) To the extent Applicable Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth in the preceding paragraph, such excess amount 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 and, if required or permitted by the terms of any agreements governing any other First Lien Obligations or, if the assets or property disposed of in the Asset Sale were not Collateral, other Indebtedness that is pari passu in right of payment with the Notes (“Pari Passu Indebtedness”), to the holders of such First Lien Obligations and/or Pari Passu Indebtedness, as applicable (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such First Lien Obligations and/or Pari Passu Indebtedness, as applicable, with respect to the Notes only, that is equal to $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, with respect to the Notes only, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable First Lien Obligations and/or Pari Passu Indebtedness. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within 20 Business Days after the date that Excess Proceeds exceed $100.0 million by transmitting electronically or mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligation with respect to such Applicable Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the Asset Sale Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the available Applicable Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, First Lien 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) (such remaining proceeds, the “Declined Proceeds”) in any manner not prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes or the First Lien Obligations and/or the 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 Trustee shall select the Notes (subject to applicable Depository procedures as to global Notes) and the Issuer or the representative of such First Lien Obligations and/or Pari Passu Indebtedness shall select such First Lien Obligations and/or Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or aggregate principal amount of the Notes or such First Lien Obligations and/or Pari Passu Indebtedness, tendered with adjustments as necessary so that no Notes or First Lien Obligations and/or Pari Passu Indebtedness, 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 shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Applicable Proceeds the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Applicable Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Applicable Proceeds for any purpose not otherwise prohibited under this Indenture. (d) Pending the final application of an amount equal to the Applicable Proceeds pursuant to this Section 10.17, the Issuer or the applicable Restricted Subsidiary may apply such Applicable Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility (including under the Senior Credit Facilities) or otherwise apply such Applicable 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 or an Advance Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale 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 described in this Indenture by virtue of such compliance. (f) The provisions of this Section 10.17 may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. 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 Indenture, the Notes, the Guarantees, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and/or the other Security Documents.

Asset Sales. The Issuer shall notCause or make an Asset Sale, and shall not permit unless: (1) the Borrower or any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Issuer (or the Restricted SubsidiarySubsidiaries, 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 (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cashcash or Cash Equivalents or Replacement Assets; provided, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of of: (xa) any liabilities (as shown on the Issuer's Borrower’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or any Restricted Subsidiary as of accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’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 consummation such balance sheet in the good faith determination of the Borrower) of the Borrower or such transaction Restricted Subsidiary other than liabilities that are by their terms subordinated to the Obligations or are otherwise extinguished in connection with the transactions relating to such Asset Sale, or that are assumed by the transferee of any such assets and or Equity Interests pursuant to an agreement that releases or indemnifies the Borrower or such Restricted Subsidiary, as the case may be, from further liability; (yb) any securities, notes or other obligations or other securities or assets received by the Issuer Borrower or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Borrower or such Restricted Subsidiary into Permitted Considerationcash 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 (c) any Designated Non-cash Consideration received by the 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 (c) that is at such time outstanding, not to exceed the greater of (x) $235.0 million and (y) 30.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date of such transaction (measured as of the date of such transaction based upon the Internal Financial Statements most recently available on or prior to such date), calculated 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 each be deemed to be Permitted Consideration Cash Equivalents for the purposes of this provisionclause (2). Except in the case of a Permitted Asset Swap, within 18 months after the Borrower’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrower or such Restricted Subsidiary shall apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (1) to prepay Loans and other Permitted Debt in accordance with Section 2.05(b)(ii). (2) 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; (3) to make an investment in any one or more businesses, properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (4) any combination of the foregoing; provided that the Borrower and provided its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (2) or (3) of this paragraph if and to the extent that, within 18 months after the Asset Sale that generated the Net Cash Proceeds, the Borrower 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 described in clauses (2) and (3) of this paragraph, and that investment is thereafter completed within 180 days after the end of such 18 month period; provided, further, that the 75% limitation referred Borrower may elect to above shall not apply deem expenditures that otherwise would be permissible as a reinvestment of Net Cash Proceeds in accordance with the immediately preceding proviso that occur prior to any Asset Sale in which the Permitted Consideration portion receipt of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Cash Proceeds in respect of such Asset Sale are appliedto have been invested in accordance with the immediately preceding proviso (it being agreed that such deemed expenditure shall have been made no earlier than the earliest of (1) notice of such Asset Sale, (2) execution of a definitive agreement for such Asset Sale, if applicable, and (3) consummation of such Asset Sale) Pending the final application of any such amount of Net Cash Proceeds pursuant to Section 2.05(b)(ii) and this Section 7.04, the Borrower or such Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof otherwise invest or the last paragraph of utilize such Net Cash Proceeds in any manner not prohibited by this Section 4.10, as the case may beAgreement.

Asset Sales. (a) The Issuer Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Issuer (Borrower or the 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 (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount following shall be deemed to be cash for purposes of this provision and for no other purpose: (xA) any liabilities (as shown on reflected in the Issuer's Borrower’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto or, if incurred or any Restricted Subsidiary as of the date prior increased subsequent to the date of consummation such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on the date of such transaction balance sheet, as determined by the Borrower) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Loan Obligations) that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Borrower or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other similar obligations received by the Issuer Borrower or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Borrower or such Restricted Subsidiary into Permitted cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Borrower or 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) that is at that time outstanding, not to exceed the greater of (i) $30.0 million and (ii) 3.25% 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. (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce Indebtedness as follows: (A) if the assets subject of such Asset Sale constitute collateral for other Senior Indebtedness of the Borrower or a Subsidiary Guarantor, which Lien is permitted by this Agreement, to permanently reduce Obligations under such other Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Agreement, and to correspondingly reduce commitments with respect thereto; (B) if the assets subject of such Asset Sale do not constitute collateral for any Senior Indebtedness of the Borrower or a Subsidiary Guarantor, to permanently reduce Obligations under other Senior Indebtedness of the Borrower or a Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto), provided that the Borrower shall be deemed equally and ratably reduce (or offer to be Permitted Consideration for purposes of this provisionreduce, as applicable) the Loan Obligations on a pro rata basis; and provided provided, further, that all reductions of Loan Obligations shall be made as provided under Section 2.05 hereof or through open-market purchases (to the 75extent such purchases are at or above 100% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to principal amount thereof plus accrued and unpaid interest) or greater than what the net after-tax proceeds would have been had such Asset Sale complied by making an offer (in accordance with the aforementioned 75procedures set forth in Section 7.05(c) hereof) to all Lenders to purchase their Loans at 100% limitation and of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Loans that would otherwise be prepaid; or (iiiC) if the Net Proceeds assets subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Subsidiary Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or any Restricted Subsidiary, or set aside for application, pursuant to, (ii) the Borrower or a Subsidiary Guarantor, (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 as and to results in the extent required by, Section 3.09 hereof Borrower or the last paragraph any of this Section 4.10its 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 Borrower 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 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 Borrower, or such other 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 Borrower or such Restricted Subsidiary enters into another Acceptable Commitment (the “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that (x) if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or (y) such Net Proceeds are not actually so invested or paid in accordance with clause (2) or (3) above by the end of such 180 day period, 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 7.05(b) hereof shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall make an offer to all Lenders and, if required by the terms of any Indebtedness that is pari passu in right of payment with the Loans (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Loans and such Pari Passu Indebtedness that, in the case of the Loans, is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price, in the case of the Loans, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, and in the case of any Pari Passu 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 accordance with the procedures set forth in this Agreement. The Borrower shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of this Agreement, with a copy to the Administrative Agent. The Borrower 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 relevant 450 days or with respect to Excess Proceeds of $25.0 million or less. To the extent that the aggregate amount of Loans or Pari Passu Indebtedness, as the case may be, 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 Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, such Loans or Pari Passu Indebtedness, as the case may be, will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans or Pari Passu Indebtedness, as the case may be, tendered (and the Administrative Agent will select the tendered Loans of tendering Lenders on a pro rata basis based on the amount of Loans tendered). Additionally, the Borrower may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation or expiration of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any Net Proceeds not used to purchase Loans in such Asset Sale Offer shall not be deemed Excess Proceeds and the Borrower may use any Net Proceeds not required to be used for general corporate purposes, subject to other covenants contained in this Agreement. (d) Pending the final application of any Net Proceeds pursuant to this Section 7.05, 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 Agreement. (e) In the event that, pursuant to this Section 7.05, the Borrower shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. (1) 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 (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Borrower shall apply all Excess Proceeds (the “Offer Amount”), as the case may be, to the purchase of Loans and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Loans and such Pari Passu Indebtedness, to the extent applicable, tendered in response to the Asset Sale Offer. Payment for any Loans so purchased shall be made in the same manner as interest payments are made. (2) Upon the commencement of an Asset Sale Offer, the Borrower shall send by first-class mail or deliver electronically a notice to the Administrative Agent. The notice shall contain all instructions and materials necessary to enable Lenders to tender Loans pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Lenders and holders of Pari Passu Indebtedness, to the extent applicable. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (A) that 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 Loans not tendered or accepted for payment shall continue to accrue interest; (D) that, unless the Borrower defaults in making such payment, any Loans accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (E) that Lenders electing to have Loans purchased pursuant to an Asset Sale Offer may elect to have Loans purchased in integral multiples of $1,000 (but in a minimum amount of $2,000); (F) that Lenders shall be entitled to withdraw their election if the Administrative Agent receives, not later than the close of business on the expiration of the Offer Period, a telegram, a facsimile transmission or letter setting forth the name of the Lender, the principal amount of Loans the Lender delivered for purchase and a statement that such Lender is withdrawing his election to have such Loans purchased; (G) that, if the aggregate principal amount of Loans and Pari Passu Indebtedness, to the extent applicable, surrendered by the holders thereof exceeds the Offer Amount, the Administrative Agent shall select the Loans and such Pari Passu Indebtedness, to the extent applicable, to be purchased on a pro rata basis based on the accreted value or principal amount of the Loans or such Pari Passu Indebtedness, to the extent applicable, tendered; and (H) that Lenders whose Loans were purchased only in part shall be issued new Loans equal in principal amount to the unpurchased portion of the Loans surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. (3) On or before the Purchase Date, the Administrative Agent shall, to the extent lawful, (i) accept for payment, on a pro rata basis, to the extent necessary, the Offer Amount of Loans or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Loans tendered and (ii) deliver or cause to be delivered to the Administrative Agent for cancellation the Loans properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Loans or portions thereof so tendered. (4) The Administrative Agent shall promptly mail or deliver to each tendering Lender an amount equal to the purchase price of the Loans properly tendered by such Lender and accepted by the Administrative Agent for purchase, and the Administrative Agent shall promptly issue new Loans, and the Administrative Agent shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Loans to such Lender (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Administrative Agent to authenticate and mail or deliver such new Loans) in a principal amount equal to any unpurchased portion of the Loans surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Loans shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Loans not so accepted shall be promptly mailed or delivered by the Administrative Agent to the Lender thereof. The Administrative Agent shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xa) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of sheet or in the Issuer footnotes thereto or, if incurred or any Restricted Subsidiary as of increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer's or such Restricted Subsidiary's balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of consummation such balance sheet, as determined by the Issuer), contingent or otherwise, of the Issuer or such transaction Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Securities, that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, and (yb) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted ConsiderationCash Equivalents (to the extent of the Cash Equivalents received) within 90 days following the closing of such Asset Sale, shall be deemed to be Permitted Consideration Cash Equivalents for the purposes of this provision; Section 4.06(a). (b) Within 90 days (or with respect to clause (v) below, such longer period as required by the applicable Senior Credit Facility) after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (i) to repurchase the Securities on a pro rata basis pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued and provided furtherunpaid interest to, that but excluding, the 75% limitation referred date of purchase, or pursuant to above shall not apply to a notice of redemption issued in compliance with Section 3.09 of this Indenture; (ii) in respect of any Asset Sale involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to repurchase, prepay, redeem or repay Indebtedness (including the Indebtedness under the Senior Credit Facilities) (including, for the avoidance of doubt, commitments in which respect thereof or any Refinancing Indebtedness in respect thereof) that is secured by a Lien on the Permitted Consideration portion of same Collateral on a pari passu or senior basis; provided that the consideration received therefor is equal to Issuer or greater than what such Restricted Subsidiary, as applicable, shall equally and ratably reduce obligation under the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and Securities; (iii) the Net Proceeds in respect of such any Asset Sale are appliednot involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or set aside for applicationindirectly, pursuant toany Collateral, and as and to repurchase, prepay, redeem or repay Indebtedness of a Restricted Subsidiary which is not a Guarantor, including Indebtedness guaranteed by such Restricted Subsidiary (other than 73 Indebtedness owed to the extent required byCompany or a Restricted Subsidiary) or Indebtedness of the Issuer or any Guarantor that is secured by a Lien (provided that the assets secured by such Lien do not constitute Collateral); provided that the Issuer or such Restricted Subsidiary, Section 3.09 hereof as applicable, shall equally and ratably reduce obligation under the Securities; or (iv) in respect of any Asset Sale not involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer'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 Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of Notes, that are extinguished in connection with the transactions relating to such transaction Asset Sale, or that are assumed by the transferee (or any third party on behalf of such transferee) of any such assets and or Equity Interests, in each case, pursuant to a written agreement that releases the Issuer or such Restricted Subsidiary from such liabilities, (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at the time outstanding, not to exceed the greater of $104.2 million and 20% of EBITDA 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 case, be deemed to be Cash Equivalents for purposes of this Section 4.10 and for no other purpose. (b) Within 540 days after the receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale, (1) to reduce: (A) Obligations under Indebtedness of the Issuer or any Guarantor that is secured by a Lien (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); (B) Obligations under the Notes and/or other debt that is pari passu with the Notes in right of payment (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); provided that if the Issuer or any Guarantor shall so reduce Obligations under such Indebtedness, and if such reduction did not consist of a reduction in Obligations under the Notes on an equal and ratable basis (or an offer to repurchase the Notes on an equal and ratable basis in accordance with Section 4.10(c) hereof), then the Issuer shall equally and ratably reduce Obligations under the Notes by (i) redeeming the Notes as provided under Section 3.07 hereof, (ii) purchasing the Notes through open-market purchases or (iii) making an offer to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, which offer shall be made in accordance with Section 4.10(c) hereof (including the provisions requiring an offer to be made to holders of other debt that is pari passu with the Notes in right of payment); or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); (2) to reinvest in similar assets or in Royalty Assets (including any such assets that are acquired in accordance with the terms of the Indenture); provided that the Issuer may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable proceeds from the Asset Sale as having been reinvested in accordance with the provisions of this clause (2), but only to the extent such deemed expenditure shall have been made no earlier than the earlier of the execution of a definitive agreement with respect to such Asset Sale or the consummation of the applicable Asset Sale; or (3) any combination of the foregoing; provided that, in the case of clause (2) above, a binding commitment entered into within 540 days after the Asset Sale shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good-faith expectation that such Net Cash 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 Cash 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 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. Notwithstanding the foregoing, to the extent that (i) any of or all the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States or (ii) the Issuer, in its sole discretion, has determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Foreign Disposition would result in material adverse tax consequences, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that, within 540 days of the receipt of the Net Cash Proceeds of any Foreign Disposition, the Issuer shall use commercially reasonable efforts to permit repatriation of such proceeds that would otherwise be subject to this Section 4.10 without violating applicable local law or incurring material adverse tax consequences, and, if such proceeds may be repatriated, within such 540 day period, such proceeds shall be applied in compliance with this Section 4.10. (c) Any Net Cash 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 (it being understood that any portion of such net proceeds used to make an offer to purchase Notes, as described in Section 4.10(b)(1) hereof, shall be deemed to have been invested whether or not such offer is accepted) will be Permitted Consideration deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any other debt that is pari passu with the Notes in right of payment, to the holders of such other debt that is pari passu with the Notes in right of payment, to purchase the maximum aggregate principal amount of the Notes and such other debt that is pari passu with the Notes in right of payment 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 debt that is pari passu with the Notes in right of payment was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for purposes the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreements governing any such debt that is pari passu with the Notes in right of payment. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $10.0 million by delivering the notice required pursuant to the terms of this provision; Indenture, with a copy to the Trustee and Paying Agent. The Issuer may satisfy the foregoing obligations with respect to any 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 relevant 540 days (or such longer period provided further, above) or with respect to Excess Proceeds of $10.0 million or less. To the extent that the 75% limitation referred aggregate amount of Notes and, if applicable, other debt that is pari passu with the Notes in right of payment, tendered pursuant to above an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds (“Declined Proceeds”) for any purpose not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes and, if applicable, debt that is pari passu with the Notes in right of payment surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall not apply select the Notes and such debt that is pari passu with the Notes in right of payment to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such debt that is pari passu with the Notes in right of payment tendered with adjustments as necessary so that no Notes or such debt that is pari passu with the Notes in right of payment will be purchased 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 in which Offer, any remaining Net Cash Proceeds shall not be deemed Excess Proceeds and the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had Issuer may use such Net Cash Proceeds for any purpose not otherwise prohibited under this Indenture. An Asset Sale complied Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the aforementioned 75% limitation and Notes or the Guarantees (iii) but the Net Proceeds Asset Sale Offer may not condition tenders on the delivery of such Asset Sale are applied, or set aside for application, consents). (d) Pending the final application of any Net Cash Proceeds pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case holder of such Net Cash Proceeds may beapply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Cash 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 will comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations described in this Indenture by virtue thereof.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale, other than a Required Asset Sale unless or any Legacy Loan Portfolio Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s, most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees of the date prior to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (B) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $1,060.0 million and (ii) 100.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period at the time of the receipt of such Designated Non-cash Consideration, shall 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, for purposes of this Section 10.17 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents. (b) Within 450 days after the Issuer’s or any Restricted Subsidiary’s receipt of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion of “Asset Sale Proceeds Application Period”), including a Required Asset Sale or a Legacy Loan Portfolio Sale, the consideration received therefor is Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of from such Asset Sale are applied, or set aside for application, pursuant to, and as and Sale, (1) to repay: (A) Obligations under a Credit Facility to the extent required such Obligations were incurred under Section 10.11(b)(1) (and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto); (B) Obligations under Secured Indebtedness of the Issuer or a Guarantor (and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto); (C) Obligations under the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer shall either (i) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as described under Section 3.09 hereof 11.01 or (y) purchasing Notes through open market purchases or in arm’s-length privately negotiated transactions, or (ii) make an offer (in accordance with the last paragraph procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of this Section 4.10the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer 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 Issuer 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 (excluding Capital Stock, but including, without limitation, Securitization Assets and assets that consist of Servicing Advances, MSRs, mortgages and other loans, mortgage-related securities and derivatives, other mortgage-related receivables, REO Assets, residual assets and other similar assets (or any interest in any of the foregoing) that are used to support or pledged to secure Permitted Funding Indebtedness), in the case of each of clauses (A), (B) and (C), either (i) that is used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (3) any combination of the foregoing; provided that, in the case of clause (2), a binding commitment or letter of intent shall be treated as a permitted application of the Net 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 Net Proceeds will be applied to satisfy such commitment or letter of intent within 180 days of the Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Net Proceeds are actually applied in such manner within the later of 450 days from the consummation of the Asset Sale and 180 days from the date of the 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, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”) and such Net Proceeds are actually applied in such manner within 180 days from the date of the Second Commitment; 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 to the extent the Asset Sale Proceeds Application Period has expired. (c) To the extent Net Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth in the preceding paragraph, such excess amount 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 and, if required or permitted by the terms of other Indebtedness that is pari passu in right of payment 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 (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness, with respect to the Notes only, that is equal to $1,000 or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess Proceeds at an offer price, with respect to the Notes only, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed $100.0 million by transmitting electronically or mailing a notice to the Holders, with a copy to the Trustee, which notice shall advise the Holders of the Asset Sale Offer and shall contain all information relating to the procedures for tendering Notes in the Asset Sale Offer and withdrawing Notes therefrom, in each case consistent with this Section 10.17 and determined by the Issuer to be appropriate. The Issuer may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the Asset Sale Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, 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 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 Trustee shall select the Notes (subject to applicable Depository procedures as to Global Notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Proceeds the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. Pending the final application of an amount equal to the Net Proceeds pursuant to this Section 10.17, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise apply such Net Proceeds in any manner not prohibited by this Indenture. (d) 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 Asset Sale 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 described in this Indenture by virtue of such compliance. (e) The provisions of this Section 10.17 may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted or reasonably expected by the Issuer acting in good faith to be converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received or expected to be received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $200.0 million and (ii) 2.5% 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 be deemed to be Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to the Applicable Asset Sale in which the Permitted Consideration portion Percentage of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had Net Proceeds from such Asset Sale complied (the “Applicable Proceeds”): (i) to permanently reduce Indebtedness as follows: (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto, if applicable; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as provided under Section 3.07 hereof or (y) purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which may be below par), or (B) make an offer (in accordance with the aforementioned 75procedures set forth in Sections 3.08 and 4.10(c) hereof) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% limitation and of the principal amount of such Notes, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or (iiiD) if the Net Proceeds assets that are the subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, or set aside for application(ii) the Issuer or a Guarantor; (ii) to make (A) an Investment in any one or more businesses, pursuant to, provided that such Investment in any business is in the form of the acquisition of Capital Stock and as and to results in the extent required by, Section 3.09 hereof Issuer or the last paragraph any of this Section 4.10its Restricted 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 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; (iii) 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 Issuer 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, (C) properties or (D) acquisitions of other assets that, in each of (A), (B), (C) and (D), replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (iv) any combination of the foregoing; provided that in the case of clauses (ii) and (iii) above, a binding commitment or letter of intent entered into not later than such 450th day 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 the later of such 450th day and 180 days of such commitment or letter of intent (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Applicable 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 cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Applicable Proceeds are applied, then such Applicable Proceeds shall constitute Excess Proceeds. (c) Any Applicable 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 the greater of (x) $200.0 million and (y) 20.0% of LTM EBITDA (the “Excess Proceeds Threshold”), the Issuers shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount (or accreted value thereof, as applicable) of the Notes and such Pari Passu Indebtedness that is, with respect to the Notes only, in an amount equal to at least $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 the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to but excluding the date fixed for the closing of such offer, and in the case of any Pari Passu 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 accordance with the procedures set forth in this Indenture and the agreement(s) governing such Pari Passu Indebtedness. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 20 Business Days after the date that Excess Proceeds exceed the Excess Proceeds Threshold by delivering to the Holders the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligations with respect to any Applicable Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Applicable Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of the Excess Proceeds Threshold or less. To the extent that the aggregate amount (or accreted value thereof, as applicable) of Notes and such Pari Passu Indebtedness, 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 (or accreted value thereof, as applicable) of the Notes or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuers shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Issuers may, at their option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any remaining Applicable Proceeds shall not be deemed Excess Proceeds and the Issuers may use such Applicable Proceeds for any purpose not otherwise prohibited under this Indenture. (d) An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Asset Sale Offer may not condition tenders on the delivery of such consents). (e) Pending the final application of any Applicable Proceeds pursuant to this Section 4.10, the holder of such Applicable Proceeds may apply such Applicable Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Applicable Proceeds in any manner not prohibited by this Indenture. (f) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is delivered electronically or mailed in a manner herein provided and (ii) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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 by the Issuers 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. Notwithstanding the foregoing, the Issuers may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions. The provisions of this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the applicable Guarantees. Notwithstanding the foregoing, this Section 4.10 will not apply to the Transactions.

Asset Sales. (a) The Issuer Borrower 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 Issuer (Borrower or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on reflected in the Issuer's Borrower’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto, or any Restricted Subsidiary as of the date prior if incurred or accrued subsequent to the date of consummation such balance sheet, such liabilities that would have been shown on the Borrower or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual have taken place on the date of such transaction balance sheet, as determined by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (yB) any securities, notes or other obligations or assets received by the Issuer Borrower or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Borrower or such Restricted Subsidiary into Permitted cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Borrower or 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) that is at that time outstanding, not to exceed 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 be deemed to be Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to 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 in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had Proceeds from such Asset Sale complied Sale, (1) to permanently reduce: (A) Obligations under Senior Indebtedness which is Secured Indebtedness permitted by this Agreement, and to correspondingly reduce commitments with the aforementioned 75% limitation and respect thereto; (iiiB) the Net Proceeds of such Asset Sale are appliedObligations under (i) this Agreement, or set aside for application, pursuant to, (ii) other Senior Indebtedness (and as and to correspondingly reduce commitments with respect thereto); provided that to the extent required bythe Borrower or such Guarantor reduces or makes an offer to prepay, as applicable, Obligations under Senior Indebtedness other than the Loans, including by making an offer in accordance with the procedures set forth in Section 3.09 hereof or 4.10 of the last paragraph Senior Refinancing Indenture (such provisions of which are incorporated herein for purposes of this Section 4.109.8), 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 amount of the Loans that would otherwise be prepaid; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary (or any Affiliate thereof); (2) to make (a) an Investment in any one or more businesses, provided that if such business is not a Restricted Subsidiary, such Investment is in the form of the acquisition of Capital Stock and results in the Borrower 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) an Investment in properties (c) capital expenditures or (d) acquisitions of other assets, in each of clauses (a) through (d), 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; 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 of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason 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, 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 9.8(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million, the Borrower shall make an offer to all Lenders or holders of the Senior Notes, as applicable, and, if required or permitted 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 Loans or Senior Notes, as applicable, and such Senior 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, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement. The Borrower will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $200.0 million by mailing the notice required pursuant to the terms of this Agreement or the Senior Refinancing Indenture, as applicable, with a copy to the Administrative Agent. To the extent that the aggregate amount of Loans or Senior Notes, as applicable, and any other Senior 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 or the Senior Refinancing Indenture, as applicable. If the aggregate principal amount of Loans or Senior Notes, as applicable, or the Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans or Senior Notes, as applicable, and such other Senior Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Loans or Senior Notes, as applicable, or such Senior 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; provided that such Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of such Asset Sale Offer, any Net Asset Sale Proceeds not required to be used to purchase Loans or Senior Notes, as applicable, shall not be deemed Excess Proceeds. (d) Pending the final application of any Net Asset Sale Proceeds pursuant to this Section 9.8, the holder of such Net Asset Sale Proceeds 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. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Issuer (or the 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 (evidenced as determined, as of the time of contractually agreeing to such Asset Sale, in good faith by an Officers' Certificate delivered to senior management or the Trustee and a Board Resolutionof Directors of the Issuer, whose determination shall be conclusive, provided that in the case of any Asset Sale involving consideration in excess of $50.0 million, such determination shall be made by the Board of Directors of the Issuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementfor any Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of clause (A2) cashabove, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (xi) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the 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 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 Issuer) of the Issuer or any Restricted Subsidiary as (other than liabilities that are by their terms subordinated in right of the date prior payment to the date of consummation of such transaction Notes) that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale), if such liabilities are not Indebtedness, or the Issuer 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 Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale and (iii) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 9.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be Permitted Consideration cash for purposes of this provisionparagraph and for no other purpose. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to those Net Proceeds at its option: (1) to permanently reduce (A) Obligations constituting Indebtedness secured by a Lien and, if applicable, to correspondingly reduce commitments with respect thereto; or (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (2) 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 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 that, in the case of each of the foregoing clauses (A), (B) and (C), are used or useful in a Permitted Business; and/or (3) to make an investment in (A) any one or more businesses; provided furtherthat such investment in any business is in the form of the acquisition of Capital Stock and it 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) other assets that, in the case of each of the foregoing clauses (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that the 75Issuer or such Restricted Subsidiary will be deemed to have complied with clause (2) or (3) above if and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in clause (2) or (3) above, and such investment is thereafter completed within 180 days after the end of such 365-day period. (c) When the aggregate amount of Net Proceeds or equivalent amount not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $75.0 million, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and, if required under the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, on a pro rata basis, to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount (the “Asset Sale Offer Amount”) equal to 100% limitation referred of the principal amount thereof, or, in the case of Pari Passu Indebtedness that is issued or sold at a discount, the amount of the accreted value thereof at such time, plus accrued and unpaid interest, if any, to above the date of purchase (or such lesser price, if any, as may be provided under the terms of such Pari Passu Indebtedness). (d) Pending the final application of any Net Proceeds or equivalent amount, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (e) 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 tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allotted to purchase Notes in such Asset Sale Offer, the Trustee will select the 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) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.13; (2) the Asset Sale Offer Amount, the Asset Sale payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”); (3) that any Notes not apply tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Asset Sale Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale in which Offer shall be required to surrender the Permitted Consideration portion Note, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the consideration received therefor is equal Notes completed, or transfer such Notes by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or greater than what the net after-tax proceeds would have been had such applicable Paying Agent at the address specified in the notice at least three days before the Asset Sale complied with Payment Date; (7) that Holders shall be entitled to withdraw their election if the aforementioned 75% limitation and (iii) Issuer, the Net Proceeds of such Asset Sale are appliedDepositary, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof Common Depositary or the last paragraph of this Section 4.10applicable Paying Agent, as the case may be, receives, not later than the Asset Sale Payment Date, a notice 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 Notes purchased; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000; and (9) 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); provided that such Notes shall be in denominations of $2,000 or integral multiples $1,000 in excess thereof. (g) On the Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the applicable Paying Agent U.S. Legal Tender and/or Government Securities sufficient to pay the Asset Sale payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date. (h) The Paying Agent shall promptly mail to each Holder so tendered the Asset Sale payment for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Asset Sale Payment 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. (i) 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 this Section 4.13, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict.

Asset Sales. The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (ia) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (iib) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (x1) any liabilities (as shown on the Issuer's ’s, or such Restricted Subsidiary's ’s, most recent balance sheet or in the footnotes thereto or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as Subsidiary, other than liabilities that are by their terms subordinated in right of the date prior payment to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets (or are directly associated with such assets and are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Issuer and all Restricted Subsidiaries have been unconditionally released by all creditors or their representatives in writing, (y2) any securities, notes or other obligations or securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (3) any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed an amount equal to the greater of US$120,000,000 or 2.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. Within 395 days after the 75% limitation referred to above shall not apply to Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds) (such 395 day period, the “Reinvestment Period”), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (together with any Event of Loss Proceeds required to be applied as provided in which the Permitted Consideration portion Section 1007(d)): (1) to repay: (a) Obligations under Secured Indebtedness of the consideration received therefor is Co-Issuers or a Restricted Subsidiary (and, in the case of revolving obligations, to correspondingly permanently reduce commitments with respect thereto); (b) Obligations under the Notes (at a price equal to or greater than what the net after-tax proceeds would have been had such aggregate principal amount of Notes purchased) or any other Pari Passu Indebtedness (and in the case of revolving obligations to correspondingly permanently reduce commitments with respect thereto); provided that if the Issuer or any Restricted Subsidiary shall so repay any Pari Passu Indebtedness other than the Notes, the Issuer will either (1) reduce Obligations under the Notes on a pro rata basis by, at its option, (A) redeeming Notes as described in Section 1101 of this Indenture or (B) purchasing Notes through open market purchases at a price equal to or greater than the aggregate principal amount of Notes purchased, or (2) make an offer (in accordance with the procedures set forth below for an Asset Sale complied Offer) to all Holders to purchase their Notes on a ratable basis with such other Pari Passu Indebtedness for no less than 100% of the aforementioned 75% limitation and principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (iiic) the Net Proceeds Indebtedness of such Asset Sale are applieda Restricted Subsidiary that is not a Guarantor, or set aside for application, pursuant to, and as and other than Indebtedness owed to the extent required byIssuer or another Restricted Subsidiary; (2) to make an investment in (a) any one or more businesses, Section 3.09 hereof provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or the last paragraph of this Section 4.10a 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) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, (3) to make an investment in (a) any one or more businesses engaged in a Similar Business, 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, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties used or useful in a Similar Business or (c) other assets used or useful in a Similar Business that, in each of (a), (b) and (c), replace the businesses, properties and assets that are the subject of such Asset Sale; or (4) any combination of the foregoing. provided that, in the case of clauses (2) and (3) above, a binding commitment entered into prior to the end of the Reinvestment Period shall be treated as a permitted application of the Net Proceeds (or Event of Loss Proceeds, as applicable) from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds (or Event of Loss Proceeds, as applicable) will be applied to satisfy such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds (or Event of Loss Proceeds, as applicable) are so applied, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Replacement Commitment”) within nine months of such cancellation or termination; provided, further that if any Replacement Commitment is later cancelled or terminated for any reason before such Net Proceeds (or Event of Loss Proceeds, as applicable) are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from the Asset Sale (or Event of Loss Proceeds) that are not invested or applied as provided and within the Reinvestment Period will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds US$25,000,000, the Co-Issuers shall make an offer to all Holders, and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes 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, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Co-Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within fifteen Business Days after the date that Excess Proceeds exceed US$25,000,000 by transmitting electronically or mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Co-Issuers may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the Reinvestment Period (the “Advance Offer”) with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture. 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 (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 of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (subject to applicable DTC procedures as to global notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered in accordance with Section 1110. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Proceeds the Co-Issuers are offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds in any manner not otherwise prohibited by this Indenture. Pending the final application of any Net Proceeds (or Event of Loss Proceeds) pursuant to this Section 1018, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds (or Event of Loss Proceeds) temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net Proceeds (or Event of Loss Proceeds) in any manner not prohibited by this Indenture. The Co-Issuers 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 Co-Issuers will 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. If less than all of the Notes or such Pari Passu Indebtedness is to be redeemed at any time, selection of such Notes for redemption, will be made by the Trustee on a pro rata basis to the extent practicable; provided that if the Notes are represented by global notes, interests on the Notes shall be selected for redemption or purchase by DTC in accordance with its standard procedures; provided, further, that no Notes of US$2,000 or less shall be purchased or redeemed in part. Notices of purchase or redemption shall be delivered electronically or mailed by first class mail, postage prepaid, at least 15 but not more than 60 days before the purchase or redemption date to each Holder of Notes to be purchased or redeemed at such Holder’s registered address or otherwise in accordance with the procedures of DTC, with a copy to the Trustee, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Issuer (or the any 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or any such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’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 reflected on the Issuer’s consolidated 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than Contingent Obligations and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been released, (yB) any securities, notes or other obligations or securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-Cash Consideration received by the Issuer or 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) that is at that time outstanding (but less the amount of any cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-Cash Consideration, up to the lesser of (a) the amount of the cash and Cash Equivalents so received (less the cost of disposition, if any) and (b) the initial amount of such Designated Non-Cash Consideration) not to exceed $150.0 million, with the fair market value of each item of Designated Non-Cash Consideration being determined in good faith by the Issuer and measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 365 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to reduce: (A) Obligations constituting First Priority Lien Obligations, which Lien is permitted by this Indenture (and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto); (B) Obligations under the Notes (provided that such purchases are at or above 100% of the principal amount thereof) or any Second Priority Lien Obligations of the Issuer or a Subsidiary Guarantor (and, if such Second Priority Lien Obligations are of revolving credit Obligations, to correspondingly reduce commitments with respect thereto); provided that if such Net Proceeds are applied to Second Priority Lien Obligations then the Issuer shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.07 hereof or (y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with Section 4.11(c) hereof) 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 principal amount of Notes that would otherwise be redeemed under clause (i); or (C) Indebtedness (i) of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or another Restricted Subsidiary or (ii) that is secured by the assets or property that were the subject of such Asset Sale are appliedSale; provided that such assets or property did not constitute Collateral; or (2) to (A) make 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 Issuer, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph another of this Section 4.10its 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) acquire properties (other than working capital), (C) make capital expenditures or (D) acquire other assets (other than working capital) that, in the case of each of clauses (A), (B), (C) and (D), either (x) are used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided 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 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; or (3) any combination of the foregoing. (c) Any Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.11(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer or any Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any 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 in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof 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, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted 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. (d) The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $25.0 million by electronically delivering or mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate principal 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 the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased (a) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (b) by lot or such similar method in accordance with the procedures of The Depository Trust Company; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (f) Pending the final application of any Net Proceeds pursuant to this covenant, 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. (g) 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 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 Issuer (or the any of its Restricted SubsidiarySubsidiaries, 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer or any direct or indirect parent of the Issuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents or Replacement Assets; provided that the amount of of: (x1) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s balance sheet or in the notes thereto for the most recent period ended on or prior to such time in respect of which financial statements are internally available or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Issuer or any direct or indirect parent of the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of Notes) that are extinguished in connection with the transactions relating to such transaction Asset Sale, or that are assumed by the transferee of any such assets and or Equity Interests, in each case, pursuant to an agreement that releases or indemnifies the Issuer or such Restricted Subsidiary, as the case may be, from further liability; (y2) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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), in each case, within 180 days of the receipt thereof; and (3) any Designated Non-cash Consideration received by the Issuer 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 subclause (3) that is at that time outstanding, not to exceed the greater of (x) $450.0 million and (y) 23.5% of Four Quarter Consolidated EBITDA, calculated 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 each be deemed to be Permitted Consideration Cash Equivalents for the purposes of this provisionclause (ii). (b) Within 455 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (i) to reduce Obligations under either of the Senior Credit Agreements and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien (including Obligations under the New Secured Notes Indenture), which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Issuer or the Guarantors, including the Notes and the Existing Notes (provided that if the Issuer or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Issuer shall (A) ratably reduce Obligations under the Notes as provided in Section 5.1 or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make 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 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would otherwise be redeemed under subclause (A) above), or (y) Indebtedness of a Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (iv) 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; (v) to make an investment (including capital expenditures) in any one or more businesses, properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (vi) any combination of the foregoing; provided that the Issuer and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (iv) or (v) of this Section 3.7(b) if and to the extent that, within 455 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer 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 described in clause (iv) or (v) of this Section 3.7(b), and that investment is thereafter completed within 180 days after the end of such 455-day period (such 455-day period, as extended pursuant to this paragraph, the “Proceeds Application Period”). (c) Pending the final application of any such amount of Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. (d) If, with respect to any Asset Sale, at the expiration of the Proceeds Application Period with respect to such Asset Sale, there remains an amount of Net Cash Proceeds in excess of the greater of (x) $50.0 million and (y) 2.5% of Four Quarter Consolidated EBITDA (such amount of remaining Net Cash Proceeds in excess of the greater of $50.0 million and 2.5% of Four Quarter Consolidated EBITDA, “Excess Proceeds”), then subject to the limitations described below with respect to Foreign Dispositions, the Issuer shall make an offer (an “Asset Sale Offer”) no later than ten Business Days after the expiration of the Proceeds Application Period to all Holders and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Indebtedness, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as applicable, on a pro rata basis, that may be purchased out of such Excess Proceeds, if any, at an offer price, in the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to Pari Passu Indebtedness, if any, as may be provided by the terms of such Indebtedness), to (but not including) the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreements governing such Pari Passu Indebtedness; provided that any amount of proceeds offered to holders pursuant to clause (b)(iii)(x) of this Section 3.7 or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall, upon completion of any such offer, be deemed to have been applied as required and shall not be deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the holders thereof; provided, further, that the 75Issuer shall only be required to make an Asset Sale Offer with an amount equal to the Applicable Percentage of the Excess Proceeds (any Excess Proceeds not required to be offered in an Asset Sale Offer in reliance on this sentence (i.e., such 50.0% limitation referred to above or 100.0%, as applicable) shall not apply constitute “Leverage Excess Proceeds”). The Issuer may satisfy the foregoing obligations with respect to any Asset Sale by making an Asset Sale Offer at any time prior to the expiration of the Proceeds Application Period. (e) To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer made with Excess Proceeds, if any, is less than the amount offered in an Asset Sale Offer, the Issuer may use any remaining Excess Proceeds (any such amount, “Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered by holders thereof exceeds the amount offered in an Asset Sale Offer, the Issuer shall select the applicable Notes (and the Issuer or its agents shall select such Pari Passu Indebtedness) to be purchased in the manner described below. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Pari Passu Indebtedness), the Issuer need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds shall not be subject to this Section 3.7 and shall be permitted to be used for any purpose in the Issuer’s discretion. Upon completion of any such Asset Sale Offer, the amount of Net Cash Proceeds and Excess Proceeds shall be reset at zero. (f) Notwithstanding anything to the contrary set forth herein, to the extent that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would result in material adverse tax consequences (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Issuer in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 3.7, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this paragraph shall apply to such amounts for so long, but only for so long, as the applicable local law will not permit repatriation to the United States (the Issuer hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this Section 3.7. The time periods set forth in this Section 3.7 shall not start until such time as the Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (g) The Issuer 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 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 under this Section 3.7 by virtue of such compliance. (h) 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 (so long as the Permitted Consideration Trustee knows of such listing) or, if such Notes are not listed, on a pro rata basis based on the total amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer (with adjustments so that only Notes in denominations of the minimum denomination of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) by lot or by such other method as the Trustee may deem fair and appropriate (and in such manner as complies with applicable legal requirements and, in the case of Global Notes, the procedures of DTC); provided that the selection of Notes for purchase shall not result in a Holder with a principal amount of Notes less than the minimum denomination of $2,000. No Note will be repurchased in part if less than the minimum denomination of such Note would be left outstanding. (i) Notices of an Asset Sale Offer shall be sent by first class mail, postage prepaid, or sent electronically, at least 10 days but not more than 60 days before the purchase date to each Holder at such Holder’s registered address or otherwise in accordance with DTC procedures. 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 consideration received therefor principal amount thereof that has been or is to be purchased. (j) A new Note in a principal amount equal to the unpurchased portion of any Note (other than a Global Note) purchased in part will be issued in the name of the Holder thereof upon cancellation of the 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 greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may beportions thereof purchased.

Asset Sales. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Issuer (or the one or more of its Restricted SubsidiarySubsidiaries, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) cashany liabilities, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s, as the case may be, most recent consolidated balance sheet) sheet or the accompanying notes thereto or as would be reflected on a balance sheet of the Issuer or any such Restricted Subsidiary as (other than contingent liabilities and liabilities that are by their terms subordinated in right of the date prior payment to the date of consummation of such transaction Notes or any Note Guarantee) that are assumed by the transferee of any such assets and pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability or are otherwise discharged or retired in connection with such Asset Sale; (yB) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible converted within 90 180 days after such Asset Sale by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents, shall be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required byof the cash or Cash Equivalents received in such conversion; (C) any stock or assets of the kind referred to in Section 4.10(b)(3) or (5); and (D) any Designated Non-Cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale; provided that, Section 3.09 hereof at the time of receipt of such Designated Non-Cash Consideration, the aggregate Fair Market Value of all 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), less the amount of Net Proceeds previously realized in cash or Cash Equivalents from the sale of previously received Designated Non-Cash Consideration is less than the greater of (x) $20,000,000 and (y) 0.1625% of Consolidated Total Assets (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 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or the last paragraph of this Section 4.10applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) (a) to repay Indebtedness and other Obligations of the Issuer or any Guarantor under any Senior Credit Facility and to correspondingly reduce commitments, if any, with respect thereto and (b) to repay First Lien Obligations permitted to be incurred by the Issuer or any Guarantor under the terms of this Indenture and to correspondingly reduce commitments, if any, with respect thereto; (2) to the extent the Net Proceeds are attributable to an Asset Sale of assets, rights or Equity Interests that do not constitute Collateral, to repay Indebtedness secured by such assets, rights or Equity Interests or to repay any Indebtedness of a Restricted Subsidiary that is not a Guarantor and to correspondingly reduce commitments, if any, with respect thereto; (3) to acquire all or substantially all of the assets 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 Issuer; (4) to make a capital expenditure; (5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; (6) to use such proceeds to comply with applicable capital requirements or finance the working capital needs of a Broker-Dealer Subsidiary, an operating regulated entity or a licensed mortgage Restricted Subsidiary or an Equivalent Regulated Subsidiary (or to make Permitted Investments or Restricted Payments permitted to be made under Section 4.07 which will be so used by a Broker-Dealer Subsidiary, an operating regulated entity or a licensed mortgage Restricted Subsidiary or an Equivalent Regulated Subsidiary); (7) to repay Trading Debt and to correspondingly reduce commitments, if any, with respect thereto; or (8) a combination of the foregoing clauses (1) through (7). provided, however, that, in the case of clauses (3), (4) and (5) above, a commitment to acquire assets or Capital Stock of a Permitted Business, make a capital expenditure or acquire such other assets made pursuant to a definitive binding agreement that is executed during such 365-day period shall be treated as a permitted application of the Net Proceeds so long as such acquisition or expenditure is consummated 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 the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds. (c) Pending the final application of any Net Proceeds, the Issuer or the Restricted Subsidiary that consummated the applicable Asset Sale may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales (other than Excluded Net Proceeds) that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” Within thirty (30) days after the aggregate amount of Excess Proceeds exceeds $30,000,000, the Issuer will make an Asset Sale Offer to all Holders to purchase the maximum principal amount of the Notes that may be purchased with the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the purchase date (subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes tendered pursuant to such Asset Sale Offer exceeds the amount of the Excess Proceeds, the Trustee or DTC will select the Notes to be purchased on a pro rata basis (or, in the case of Global Notes, based on the Applicable Procedures) and, in any event, in accordance with the Applicable Procedures. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (e) The provisions of this Section 4.10 may be modified or waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. (f) 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 and regulations are applicable in connection with each 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 Article 3 or this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Article 3 or this Section 4.10 by virtue of such compliance.

Asset Sales. The Issuer shall Seven Seas will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Issuer Seven Seas (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests sold or otherwise disposed of (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee Trustee) and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, (ii) except as otherwise provided in an IPP Sale Agreement, at least 7580% (100% in the case of lease payments) of the consideration therefor received by Seven Seas Within 365 days after the Issuer receipt of any Net Proceeds from an Asset Sale, Seven Seas (or the Restricted Subsidiary, as applicable) may apply, or enter into binding contracts (subject only to obtaining required governmental approvals) irrevocably committing Seven Seas or such Restricted Subsidiary to apply, such Net Proceeds to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, in each case, in the Oil and Gas Business, or Seven Seas (or the Restricted Subsidiary, as applicable) may apply such Net Proceeds to the permanent reduction of Indebtedness under the Credit Facility or the permanent reduction of any other senior Indebtedness of Seven Seas or the permanent reduction of any long-term Indebtedness of such Restricted Subsidiary. Pending the final application of any such Net Proceeds, Seven Seas or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested, or committed to be applied or invested as provided in the preceding sentence of this paragraph shall be deemed to constitute "Excess Proceeds." On the 366th day after the receipt of any Net Proceeds from an Asset Sale or, if a governmental authority declines on or after such 366th day to grant or issue a required approval in relation to a binding contract, then on the tenth Business Day thereafter, Seven Seas will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture; provided, however, that if Seven Seas is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, Seven Seas shall only be required to offer to purchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding (for which such repurchase requirement exists). To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the applicable amount of Excess Proceeds, Seven Seas may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the applicable amount of Excess Proceeds, Seven Seas shall notify the Trustee of the aggregate principal amount of Notes that are to be purchased and the Trustee shall select the Notes to be purchased in authorized denominations on a pro rata basis, by lot or by such other method as the Trustee deems Notwithstanding the foregoing, Seven Seas will not be obligated to repurchase more than 25% of the original aggregate principal amount of the Notes pursuant to this covenant prior to the day following the fifth anniversary of the issue date of the Notes (the "Five Year Date"), and the maximum amount to be applied to the repurchase of Notes in connection with any Asset Sale Offer made pursuant to this covenant having a purchase date prior to the day following the Five Year Date shall be the lesser of (x) the Excess Proceeds and (y) 25% of the original aggregate principal amount of the Notes less the aggregate principal amount of Notes purchased pursuant to Asset Sale Offers relating to all prior Asset Sales. To the extent that the amount of Excess Proceeds exceeds the amount of Notes purchased because of the limitation imposed by the immediately preceding sentence (the amount of such excess being the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall constitute Excess Proceeds for purposes of the first Asset Sale Offer that is made after the Five Year Date and, in the event the amount of the Aggregate Unused Proceeds exceeds $10.0 million, promptly after the Five Year Date, Seven Seas shall commence an Asset Sale Offer on a pro rata basis for an aggregate principal amount of Notes equal to the Aggregate Unused Proceeds (and any other Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer) at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, thereon to the date of purchase. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement but no longer than 40 days, except to the extent that a longer period is required by applicable law (the "Asset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), Seven Seas shall purchase the principal amount of Notes required to be purchased pursuant to this covenant (the "Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn 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 on the Notes. If the Asset Sale Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Seven Seas shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this covenant and the length of time the Asset Sale Offer shall remain open; (b) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (c) that any Notes which are not validly tendered or are not otherwise accepted for payment shall continue to accrete or accrue interest; (d) that, unless Seven Seas defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to Seven Seas, a depository, if appointed by Seven Seas, or a Paying Agent at the address specified in the notice no later than the close of business on the last day of the Asset Sale Offer Period; (f) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than close of business on the last day of the Asset Sale Offer Period, a telegram, 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; (g) that, if the aggregate principal amount of Notes surrendered by Holders and any Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively exceeds the Asset Sale Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate (with such adjustments as may be deemed appropriate by Seven Seas so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (h) 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). If any of the Notes subject to the Asset Sale Offer is in the form of (A) casha Global Note, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or then such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary as of the date prior to the date of consummation of such transaction that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days by the Issuer or such Restricted Subsidiary into Permitted Consideration, notice shall be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and modified by Seven Seas to the extent required by, Section 3.09 hereof or appropriate to accord with the last paragraph of this Section 4.10, as the case may beApplicable Procedures for repurchases.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the Issuer (or the any 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, in the Issuer’s good faith determination, at least 75% of the consideration therefor received by the Issuer or any such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’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 reflected on the Issuer’s consolidated 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 Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior (other than Contingent Obligations and liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been released, (yB) any securities, notes or other obligations or securities received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuer taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) the amount of the cash received (less the cost of disposition, if any) and (ii) the initial amount of such Designated Non-Cash Consideration) not to exceed $100,000,000 at the time of receipt, with the fair market value (as determined in good faith by the Issuer) 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale Sale, (1) to permanently reduce: (A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto, (B) Obligations under Pari Passu Indebtedness that are appliedsecured by a Lien, or set aside for application, pursuant towhich Lien is permitted by this Indenture, and as to correspondingly reduce commitments with respect thereto, (C) Obligations under the Notes (provided that such purchases are at or above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of the Issuer or a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the extent required bySenior Credit Facilities or other Secured Indebtedness) then the Issuer shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.07 or (y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with clauses (c), Section 3.09 hereof or the last paragraph (d) and (e) of this Section 4.10) 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 principal amount of Notes that would otherwise be redeemed under clause (i) of this clause (C), or (D) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; or (2) to (A) make 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 Issuer 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) make capital expenditures or (C) acquire, maintain, develop, construct, improve, upgrade or repair businesses, properties and/or assets (other than working capital or Equity Interests in a Person that is not, or does not as a result of any such acquisition become, a Restricted Subsidiary) that, in the case of each of (A), (B) and (C) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided 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 180 days of such commitment (an “Acceptable Commitment”); and 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 if not otherwise applied as provided above within 450 days of the receipt of such Net Proceeds; or (3) any combination of the foregoing. (c) Any Net Proceeds from an 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 $50,000,000, the Issuer or any Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any 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 in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof 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, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted 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. (d) The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50,000,000 by mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) the notice required pursuant to the terms of this Indenture, with a copy mailed or electronically transmitted to the Trustee. (e) To the extent that the aggregate principal 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 the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuer and its Restricted Subsidiaries, at its option in its sole discretion, may make an Asset Sale Offer and satisfy the obligations described under this Section 4.10 with respect to any Excess Proceeds prior to the amount of Excess Proceeds exceeding $50,000,000, in which case, upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amounts of such Excess Proceeds. If any Excess Proceeds remain after the completion of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. (f) Pending the final application of any Net Proceeds pursuant to this Section 4.10, 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.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer'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 Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of Notes, that are extinguished in connection with the transactions relating to such transaction Asset Sale, or that are assumed by the transferee (or any third party on behalf of such transferee) of any such assets and or Equity Interests, in each case, pursuant to a written agreement that releases the Issuer or such Restricted Subsidiary from such liabilities, (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at the time outstanding, not to exceed the greater of $100.0 million and 3.0% 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 Permitted Consideration Cash Equivalents for purposes of this provision; Section 4.10 and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of the Net Cash Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale, (1) to reduce: (A) Obligations under Secured Indebtedness of the consideration received therefor Issuer or any Guarantor (and, if such Indebtedness is equal revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); (B) Obligations under other Indebtedness of the Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied any Guarantor that ranks equally in right of payment with the aforementioned 75Notes or the relevant Guarantee (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); provided that if the Issuer or any Guarantor shall so reduce Obligations under such other Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes by (i) redeeming the Notes as provided under Section 3.07 hereof, (ii) purchasing the Notes through open-market purchases (to the extent such purchases are at or above 100% limitation and of the principal amount thereof) or (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, making an offer (in accordance with Section 3.09 hereof and Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor; (2) to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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 or continues to constitute a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) acquisitions of other assets, in each of (a), (b), (c) and (d), 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) any combination of the foregoing; provided that, in the case of clause (2) above, a binding commitment entered into within 450 days after the Asset Sale shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash 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 Cash 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 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. Notwithstanding the foregoing, to the extent that (i) any of or all the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States or (ii) the Issuer, in its sole discretion, has determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Foreign Disposition would result in material adverse tax consequences, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that within 450 days of the receipt of the Net Cash Proceeds of any Foreign Disposition, the Issuer shall use commercially reasonable efforts to permit repatriation of such proceeds that would otherwise be subject to this Section 4.10 without violating applicable local law or incurring material adverse tax consequences, and, if such proceeds may be repatriated, within such 450 day period, such proceeds shall be applied in compliance with this Section 4.10. (c) Any Net Cash 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 will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall make an offer (an “Asset Sale 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, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness, as the case may be, that, in the case of the Notes, is in an amount at least equal to €100,000 and any 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 such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreements governing any such Pari Passu Indebtedness. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $50.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee and Paying Agent. The Issuer may satisfy the foregoing obligations with respect to any 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $50.0 million or less. To the extent that the aggregate amount of Notes and, if applicable, 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 any purpose not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer 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 Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be purchased 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). (d) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, the holder of such Net Cash Proceeds may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Cash 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 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 Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor for such Asset Sale received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the Issuer's ’s or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash within 180 days of the receipt thereof (to the extent of the cash received), (iii) Indebtedness (other than Subordinated Indebtedness) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $100 million and 0.235 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the receipt of such Designated Non-cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four-quarter period (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), 85 (b) Within 450 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted hereunder (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if the Issuer or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for the avoidance of doubt, does not include Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), the Issuer will equally and ratably reduce Notes Obligations either, as the Issuer shall elect in its sole discretion, 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 a pro rata principal amount of Notes 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, if any); or (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 Issuer or in an increase in the percentage ownership by the Issuer (or a Restricted Subsidiary) in such Restricted Subsidiary), 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 or, in each case, to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment shall be deemed to be Permitted Consideration treated as a permitted application of the Net Proceeds from the date of such commitment until the 21-month anniversary of the date of receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for purposes any reason after the 450th day after the receipt of this provisionsuch Net Proceeds but before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer 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; and provided provided, further, that the 75% limitation referred Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to above each Asset Sale and to the extent such Second Commitment is later cancelled or 86 (c) The Issuer 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 Issuer will comply with the applicable securities laws and regulations and shall not apply be deemed to any have breached its obligations described in this Indenture by virtue thereof. 87 (d) Not later than the date upon which written notice of an Asset Sale in which Offer is delivered to the Permitted Consideration portion Trustee as provided above, the Issuer shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the consideration received therefor is equal Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to or greater than what the net after-tax proceeds would have been had which such Asset Sale complied with the aforementioned 75% limitation Offer is being made and (iii) the Net Proceeds compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer 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 the Issuer 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 Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are appliedto be accepted by the Issuer. 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 Issuer to the Trustee are 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 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form 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 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 other Pari Passu Indebtedness) 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 Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Issuer shall notify the Trustee of any such listing), or set aside for applicationif such Notes are not so listed, pursuant to, and as and on a pro rata basis to the extent required bypracticable, Section 3.09 hereof by lot or the last paragraph of this Section 4.10, by such other method as the case may beIssuer deems appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer 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, with a copy to the Trustee. 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Effective Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed 3.5% 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 be deemed to be Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (i) to permanently reduce Indebtedness as follows: (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming Notes as provided under Section 3.07 hereof or (y) purchasing Notes through open-market purchases, or (B) make an offer (in accordance with the procedures set forth in Sections 3.09 and 4.10(c) hereof) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% of the principal amount of such Notes, plus the amount of accrued but unpaid interest, if any, on the Notes to be repurchased, to the date of repurchase; or (D) if the assets subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, or set aside for application(ii) the Issuer or a Guarantor; or (ii) to make (A) an Investment in any one or more businesses, pursuant to, provided that such Investment in any business is in the form of the acquisition of Capital Stock and as and to results in the extent required by, Section 3.09 hereof Issuer or the last paragraph any of this Section 4.10its 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 (iii) 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 Issuer 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 that 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 Issuer, or such 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 Issuer 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 Issuers shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Dollar Notes and Euro Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 thereafter in the case of the Dollar Notes or in an amount equal to at least €100,000, or an integral multiple of €1,000 thereafter in the case of the Euro Notes, that 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 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any Pari Passu 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 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 $100.0 million by delivering the notice required pursuant to the terms of this 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $100.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, 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 or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuers shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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). Additionally, the Issuers may, at their option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. 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. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is delivered electronically or mailed in a manner herein provided and (ii) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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 by the Issuers 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. The provisions of this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.

Asset Sales. (a) The 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 Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all other Asset Sales since November 21, 2017 (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of: (i) the greater of (x) the principal amount and the carrying value of any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or any Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or the Guarantees, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (ii) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents, shall or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale; and (iii) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (with the fair market value of such item of Designated Non-cash Consideration being measured at the time of contractually agreeing to the related Asset Sale), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed 2.0% of the Total Assets at the time of contractually agreeing to such Asset Sale, shall, for purposes of this Section 4.10 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents. (b) Within 450 days after the receipt of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion of “Asset Sale Proceeds Application Period”), the consideration received therefor is Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of from such Asset Sale are applied, or set aside for application, pursuant to, and as and Sale, (1) to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may be.repay:

Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless Sale, unless: (i1) the Issuer (or the 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 (evidenced by an Officers' Certificate delivered at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or the assets sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto for which internal financial statements are available immediately preceding such date, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer 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 Issuer) of the Issuer or any such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or that are owed to the Issuer or a Restricted Subsidiary as of the date prior to the date of consummation of such transaction that (x) are assumed by the transferee of any such assets and or (y) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Issuer or its Restricted Subsidiaries) and, in each case, for which the Issuer 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 Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (x) $125.0 million and (y) 4.25% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each such 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 Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) to the extent such Net Proceeds are from an Asset Sale of Collateral, Obligations with Pari Passu Lien Priority (including the Term Loan Facility) or any Refinancing Indebtedness in which respect thereof (to the Permitted Consideration portion extent such Refinancing Indebtedness constitutes Indebtedness with Pari Passu Lien Priority), and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto, provided that, to the extent either Issuer or any Restricted Subsidiary will so repay any such Indebtedness (other than the Notes), the Issuer shall reduce Obligations under the Notes on a pro rata basis by, at its option, (i) redeeming Notes as provided under Section 3.07 hereof, (ii) through open-market purchases (to the extent such purchases are at or above 100% of the consideration received therefor is principal amount thereof) or (iii) by making an offer (in accordance with the procedures set forth in Section 3.09 hereof for an Asset Sale Offer) to all Holders to purchase their Notes at a purchase price equal to or greater higher than what 100% of the net after-tax proceeds would have been had principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes to be repurchased to the date of repurchase; (B) to the extent such Net Proceeds are from an Asset Sale complied of ABL Collateral, to repay the ABL Facility; (C) to the extent such Net Proceeds resulted from an Asset Sale not consisting of Collateral, (i) obligations under Senior Indebtedness that are secured by a Lien (including the Notes), which Lien is permitted by this Indenture, and, in the case of revolving commitments, to correspondingly reduce commitments with respect thereto; (ii) obligations under other Senior Indebtedness of the Issuer and the Guarantors (and, in the case of revolving commitments, to correspondingly reduce commitments with respect thereto), provided that, to the extent the Issuer or such Restricted Subsidiary reduces Obligations under such Senior Indebtedness (other than the Notes), the Issuer shall equally and ratably reduce Obligations under the Notes 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 aforementioned 75procedures set forth in Section 3.09 hereof for an Asset Sale Offer) to all Holders to purchase their Notes at a purchase price equal to 100% limitation and of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes so redeemed or purchased; or (iii) the Net Proceeds Indebtedness of such Asset Sale are applieda Restricted Subsidiary that is not a Guarantor, or set aside for application, pursuant to, and as and other than Indebtedness owed to the extent required byIssuer or another Restricted Subsidiary (and, Section 3.09 hereof as applicable, to correspondingly reduce commitments with respect thereto); (2) to make: (A) an Investment in any one or more businesses, provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock that results in the Issuer or any Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary or increases the Issuer’s direct or indirect percentage ownership of the Capital Stock of a Restricted Subsidiary; (B) capital expenditures; or (C) acquisitions of other assets (other than working capital assets), in each of (A), (B) and (C), used or useful in a Similar Business; provided 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 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 Issuer 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 on the date of such cancellation or termination. (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 preceding clause shall 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, at the option of the Issuer, to the holders of Obligations with Pari Passu Lien Priority or, unless the Asset Sale is with respect to Collateral, Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Obligations with Pari Passu Lien Priority or Pari Passu Indebtedness, as applicable, that is in an amount equal to at least $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 (or in the event such other Indebtedness was issued with original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to such Obligations with Pari Passu Lien Priority or Pari Passu Indebtedness, if any, as may be provided by the terms of such other Indebtedness), to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing such Obligations with Pari Passu Lien Priority or Pari Passu Indebtedness, as applicable. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuer may, at its option, 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $100.0 million or less. (d) To the extent that the aggregate principal amount of Notes and such Obligations with Pari Passu Lien Priority or Pari Passu Indebtedness, as applicable, 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 the other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Obligations with Pari Passu Lien Priority or Pari Passu Indebtedness, as applicable, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the applicable Notes (while the Notes are in global form pursuant to the procedures of DTC) and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Obligations with Pari Passu Lien Priority or Pari Passu Indebtedness, as applicable, tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to 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; provided that such Asset Sale Offer shall be in an aggregate amount of not less than $30.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed Excess Proceeds. (e) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net Proceeds in any manner not prohibited by this Indenture. (f) The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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. (g) The provisions hereunder relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Asset Sales. (a) The Issuer 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 Issuer (or the any of its Restricted SubsidiarySubsidiaries, 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 (evidenced by an Officers' Certificate delivered to on the Trustee and date a Board Resolutionlegally binding commitment for such Asset Sale was entered into) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cashcash or Cash Equivalents or Replacement Assets; provided, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided however, that the amount of of: (x1) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's ’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or the Guarantees or that are assumed by the transferee of any such assets and or Equity Interests (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement that releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (2) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 (3) any Designated Non-cash Consideration received by the Issuer 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 (3) that is at that time outstanding, not to exceed the greater of (x) $113.0 million and (y) 15.0% of Four Quarter EBITDA, 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 on the date a legally binding commitment for such disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value); shall each be deemed to be Cash Equivalents for the purposes of this clause (ii). (b) Within 540 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (i) to reduce Obligations under the Senior Credit Agreement and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Issuer or the Guarantors (provided that if the Issuer or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Issuer will (A) equally and ratably reduce Obligations under the Notes as provided in Article V or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make 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 no less than 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would be redeemed under clause (A) above) or (y) Indebtedness of a Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (iv) 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 (other than working capital assets), or property or capital expenditures, in each case used or useful in a Similar Business; (v) 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), properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (vi) any combination of the foregoing; provided that (x) the Issuer and its Restricted Subsidiaries will be deemed to have applied the Net Cash Proceeds pursuant to the provisions described in clauses (iv) and (v) of this Section 3.7(b) if and to the extent that, within 540 days after the receipt of the Net Cash Proceeds of an Asset Sale, the Issuer or a Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment pursuant to the provision described in clause (iv) and (v) of this Section 3.7(b), and that investment is thereafter completed within 720 days following receipt of such Net Cash Proceeds and (y) the Issuer or any Restricted Subsidiary may elect to make an investment pursuant to clauses (iv) or (v) of this Section 3.7(b) prior to receiving Net Cash Proceeds attributable to any given Asset Sale (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale) and deem the amount so invested to be applied pursuant to and in accordance with either or both of such clauses with respect to such Asset Sale. (c) Notwithstanding the foregoing, to the extent that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Issuer in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 3.7, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this Section 3.7(c) shall apply to such amounts for so long, but only for so long, as the applicable local law will not permit repatriation to the United States (the Issuer hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y) of this Section 3.7(c), then such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this Section 3.7. The time periods set forth in this Section 3.7 shall not start until such time as the Net Cash Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Pending the final application of any such amount of Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. Any amount of the Net Cash Proceeds from any Asset Sale that is not invested or applied as provided and within the time period set forth in Section 3.7(b) will be deemed to constitute “Excess Proceeds”; provided that any amount of proceeds offered to Holders pursuant to Section 3.7(b)(iii)(x) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be Permitted Consideration for purposes deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of this provision; Excess Proceeds less Total Leverage Excess Proceeds exceeds $50.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of such Notes and provided furtherPari Passu Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 100.0% of the 75principal amount thereof (or in the event such Pari Passu Indebtedness was issued with original issue discount, 100.0% limitation referred of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or such lesser price, if any, as may be provided by the terms of such Pari Passu Indebtedness), to above (but not including) the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. Notwithstanding the foregoing, the Issuer shall not apply only be required to make an Asset Sale Offer with 50.0% of the Excess Proceeds if the Consolidated Total Net Debt Ratio for the Issuer is less than or equal to 1.50 to 1.00 after giving effect to any Asset Sale in which the Permitted Consideration application of any Net Cash Proceeds as set forth herein, including completion of any prior offer to repurchase a portion of the consideration received therefor Notes, and shall not be required to make an Asset Sale Offer with any Excess Proceeds if the Consolidated Total Net Debt Ratio for the Issuer is less than or equal to 1.00 to 1.00 after giving effect to any application of any Net Cash Proceeds as set forth herein, including completion of any prior offer to repurchase a portion of the Notes (any Excess Proceeds not required to be offered in an Asset Sale Offer in reliance on this sentence (i.e., such 50.0% or greater 100.0%, as applicable) shall constitute “Total Leverage Excess Proceeds”). The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds less Total Leverage Excess Proceeds exceed $50.0 million by transmitting electronically or by mailing to the Holders the notice required pursuant to the terms of this Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Issuer 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 at any time 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 less Total Leverage Excess Proceeds exceeds $50.0 million. (e) To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer is less than what the net after-tax proceeds would have been had 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 tendered or otherwise 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 Pari Passu Indebtedness to be purchased in the manner described below. Upon completion of any such Asset Sale complied Offer, the amount of Excess Proceeds shall be reset at zero. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Pari Passu Indebtedness), the Issuer need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds shall not be subject to this Section 3.7 and shall be permitted to be used for any purpose in the Issuer’s discretion. (f) The Issuer will comply with the aforementioned 75% limitation requirements of Rule 14e-1 under the Exchange Act and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, any other securities laws and as and regulations to the extent required by, Section 3.09 hereof such laws or regulations are applicable in connection with the last paragraph purchase 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 4.10Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) The provisions under this Indenture relating to the Issuer’s obligation to make an offer to purchase the Notes as a result of an Asset Sale, including the definition of “Asset Sale,” may be waived or modified at any time (including after Net Cash Proceeds have been received) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. (h) 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 (to the extent the Trustee knows of such listing) or if such Notes are not listed, on a pro rata basis (with adjustments so that only Notes in denominations of the Minimum Denomination or integral multiples of $1,000 in excess thereof shall be purchased), by lot or by such other method as the case may beTrustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that the selection of Notes for purchase shall not result in a Noteholder with a principal amount of Notes less than the Minimum Denomination. No Note will be repurchased in part if less than the Minimum Denomination of such Note would be left outstanding.

Asset Sales. The (a) From and after the consummation of the Acquisition on the Acquisition Date, the Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale (other than any Permitted Regulatory Sale), unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, and (ii) except as otherwise provided in an IPP Sale Agreementy), at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of each of the following shall be deemed to be Cash Equivalents for purposes of this provision: (xi) any liabilities (as shown on the Issuer's Issuer or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets and or that are otherwise canceled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents 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 the Issuer and each Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Acquisition Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $300 million and 2.0% 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). (b) Within 365 days after the Issuer or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay, repurchase or redeem (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted under this Indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) Obligations under the Notes pursuant to the optional redemption provisions of Paragraph 5 of the Note 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) or (D) other Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D), the Issuer will reduce the Notes Obligations as provided under clause (C) pro rata based on the total principal amount of Notes and other Pari Passu Indebtedness outstanding), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; or (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 Issuer), 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 or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. 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 12-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 the Issuer 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 the Issuer 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 canceled 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, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or 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 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 so applied whether or not such offer is accepted) will be Permitted Consideration deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $150 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such 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 other Pari Passu Indebtedness were 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 Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes by the terms of such other Pari Passu Indebtedness), to, but excluding, 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 (10) Business Days after the date that Excess Proceeds exceeds $150 million by mailing, or delivering electronically if the Notes are held by the Depository, the notice required pursuant to the terms of this provision; and provided furtherIndenture, with a copy to the Trustee. To the extent that the 75% limitation referred aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to above shall not apply to any an Asset Sale in which Offer is less than the Permitted Consideration portion Excess Proceeds, the Issuer 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 Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of written notice from the Issuer of the consideration received therefor is equal aggregate principal amount to or greater than what be selected, shall select the net after-tax proceeds would have been had Notes (but not such other Pari Passu Indebtedness) to be purchased in the manner described below. Upon completion of any such Asset Sale complied Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuer will comply with the aforementioned 75% limitation 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 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. (d) 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 Net Proceeds compliance of such Asset Sale are appliedallocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or set aside for applicationwith a paying agent (or, pursuant toif the Issuer 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 the Issuer and to be held for payment in accordance with the extent required by, Section 3.09 hereof or the last paragraph provisions of this Section 4.104.06. 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 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 Issuer to the Trustee are 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 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form 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 (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes (but not such other Pari Passu Indebtedness) for purchase shall be made by the Trustee on a pro rata basis or by lot or by such other method as the case may beTrustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if the Notes are held by the Depository, at least 30 days 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any such Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes, that are assumed by the transferee of any such assets and pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities; (yB) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days (450 days in the case of any securities, notes or other obligations or assets received in respect of any Asset Sale of the Specified Real Property Assets) following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $710.0 million and (ii) 5.0% 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 Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (i) to permanently reduce Indebtedness as follows: (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under each series of Notes on a pro rata basis by, at its option, (x) redeeming Notes as provided under Section 3.07 hereof or (y) purchasing Notes through open-market purchases, or (B) make an offer (in accordance with the procedures set forth in Sections 3.08 and 4.10(c) hereof) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% of the principal amount of such Notes, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes to be repurchased, to, but excluding, the date of repurchase; or (D) if the assets that are the subject of such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, or set aside for application(ii) the Issuer, pursuant tothe Co-Issuer or a Subsidiary Guarantor; or (ii) 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 as and to results in the extent required by, Section 3.09 hereof Issuer or the last paragraph any of this Section 4.10its 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 (iii) 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 Issuer 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, (C) properties or (D) acquisitions of other assets that, in each of (A), (B), (C) and (D), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that 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 Issuer, or such 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 such 450th day and 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 Issuer 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 $200.0 million, the Issuers shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $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 the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any Pari Passu 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 accordance with the procedures set forth in this Indenture and the agreement(s) governing such Pari Passu Indebtedness. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $200.0 million by delivering the notice required pursuant to the terms of this 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 relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $200.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, 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 or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuers shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, 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 requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Issuers may, at their option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. 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. (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (e) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (i) the notice is delivered electronically or mailed in a manner herein provided and (ii) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 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 by the Issuers 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. The provisions of this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.

Asset Sales. The (a) No Issuer shall, nor shall not, and shall not it permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i1) the applicable Issuer (or the any 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuers) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, in the Issuers’ good faith determination, at least 75% of the consideration therefor received by the applicable Issuer or any such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (A) any liabilities of the applicable Issuer or such Restricted Subsidiary is in the form of (A) cash, (B) assets useful in a Permitted Business not other than Contingent Obligations and liabilities that are by their terms subordinated to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary as of the date prior to the date of consummation of such transaction Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuers and all such Restricted Subsidiaries have been released, (yB) any securities, notes or other obligations or securities received by the applicable Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the applicable Issuer or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale, and (C) any Designated Non-cash Consideration received by the applicable Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuers) taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) the amount of the cash received (less the cost of disposition, if any) and (ii) the initial amount of such Designated Non-Cash Consideration) not to exceed $75,000,000 at the time of receipt, with the fair market value (as determined in good faith by the Issuers) 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 15 months after the 75% limitation referred to above shall not apply to receipt of any Net Proceeds of any Asset Sale in which Sale, the Permitted Consideration portion of the consideration received therefor is equal to applicable Issuer or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) Restricted Subsidiary, at its option, may apply the Net Proceeds of from such Asset Sale Sale, (1) to permanently reduce: (A) Obligations under the Senior Credit Facilities and, if applicable, to correspondingly reduce commitments with respect thereto, (B) Obligations under Pari Passu Indebtedness that are appliedsecured by a Lien, which Lien is permitted by this Indenture, and, if applicable, to correspondingly reduce commitments with respect thereto, (C) Obligations under the Notes (provided that such purchases are at or set aside for application, pursuant to, and as above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of the applicable Issuer or Restricted Subsidiary that is a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the extent required bySenior Credit Facilities or other Secured Indebtedness) then the Issuers shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.07 or (y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with clauses (c), Section 3.09 hereof or the last paragraph (d) and (e) of this Section 4.10) 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 principal amount of Notes that would otherwise be redeemed under clause (i) of this clause (C), or (D) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to an Issuer or any of the Restricted Subsidiaries; or (2) to (A) make an Investment in any one or more businesses; provided that such Investment in any business in the form of the acquisition of Capital Stock results in an Issuer or any of the 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) make capital expenditures or (C) acquire, maintain, develop, construct, improve, upgrade or repair businesses, properties and/or assets (other than current assets or Equity Interests in a Person that is not, or does not as a result of any such acquisition become, a Restricted Subsidiary) that, in the case of each of (A), (B) and (C) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of this clause (2), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the applicable 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 180 days of such commitment (an “Acceptable Commitment”); and 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 if not otherwise applied as provided above within 15 months of the receipt of such Net Proceeds; or (3) any combination of the foregoing. (c) Notwithstanding the foregoing, to the extent that any of or all the Net Proceeds of any Asset Sales by a Foreign Subsidiary (x) are prohibited or delayed by applicable local law from being repatriated to the United States or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized) as determined by the Issuers in good faith, the portion of such Net Proceeds so affected will not be required to be in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) above shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Issuers hereby agreeing to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then such repatriation will be promptly effected and such repatriated Net Proceeds will be applied (whether or not repatriation actually occurs) in compliance with this Section 4.10. The time periods set forth in this covenant in respect of any such Net Proceeds shall not start until such time as the Net Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Any Net Proceeds from an 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 $35,000,000, an Issuer or any of the Restricted Subsidiaries shall make an offer to all Holders of the Notes and, if required by the terms of any 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 in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof 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, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted 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. (e) An Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $35,000,000 by mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) the notice required pursuant to the terms of this Indenture, with a copy mailed or electronically transmitted to the Trustee. (f) To the extent that the aggregate principal amount of Notes 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, subject to the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuers and the Restricted Subsidiaries, at the option of the Issuers in their sole discretion, may make an Asset Sale Offer and satisfy the obligations described in this Section 4.10 with respect to any Excess Proceeds prior to the amount of Excess Proceeds exceeding $35,000,000, in which case, upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amounts of such Excess Proceeds. (g) Pending the final application of any Net Proceeds pursuant to this Section 4.10, 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. (h) The Issuers 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 Issuers will 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless Sale, unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, calculated on a cumulative basis, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xa) any liabilities (as shown on the Issuer's ’s or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto or, if incurred or any Restricted Subsidiary as of increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of consummation such balance sheet, as determined by the Issuer), contingent or otherwise, of the Issuer or such transaction Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Securities, that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (yb) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and (c) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (x) $40.0 million and (y) 14.0% of EBITDA of the Issuer for the most recently ended four consecutive fiscal quarters for which internal financial statements are available (calculated on a pro forma basis) 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 Permitted Consideration Cash Equivalents for the purposes of this provision; Section 4.06(a). (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (i) to repurchase the Securities on a pro rata basis pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued and provided furtherunpaid interest to, that but excluding, the 75% limitation referred date of purchase, or pursuant to above shall not apply to a notice of redemption issued in compliance with Section 3.09 of this Indenture; (ii) in respect of any Asset Sale involving Notes Priority Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Notes Priority Collateral, to repurchase, prepay, redeem or repay Indebtedness that is secured by a Lien on the same Notes Priority Collateral on a pari passu basis (including, for the avoidance of doubt, any Refinancing Indebtedness in which respect thereof); provided that the Permitted Consideration portion of Issuer or such Restricted Subsidiary, as applicable, shall equally and ratably reduce obligations under the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and Securities; (iii) the Net Proceeds in respect of such any Asset Sale are appliedinvolving ABL Facility Priority Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or set aside for applicationindirectly, pursuant toany ABL Facility Priority Collateral, and as to repurchase, prepay, redeem or repay Indebtedness under the ABL Facility and to reduce commitments thereunder (including, for the extent required byavoidance of doubt, Section 3.09 hereof any Refinancing Indebtedness in respect thereof); (iv) in respect of any Asset Sale involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the last paragraph form of this Section 4.10the acquisition of Capital Stock and results in the Issuer 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 properties or assets that, in the case of (a), (b) or (c), constitute or are in respect of (x) Notes Priority Collateral in the case of an Asset Sale of Notes Priority Collateral and (y) ABL Facility Priority Collateral or Notes Priority Collateral in the case of an Asset Sale of ABL Facility Priority Collateral, which replace the businesses, properties and/or other assets that are the subject of such Asset Sale and are thereupon with their acquisition added to the Collateral securing the Securities; (v) in respect of any Asset Sale not involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to repurchase, prepay, redeem or repay Indebtedness of a Restricted Subsidiary which is not a Guarantor, including Indebtedness guaranteed by such Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary) or Indebtedness of the Issuer or any Guarantor that is secured by a Lien or that is senior unsecured Indebtedness; (vi) in respect of any Asset Sale not involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, 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 Issuer 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 properties or assets that, in the case of each of (a) and (c), replace the businesses, properties and/or other assets that are the subject of such Asset Sale; or (vii) any combination of the foregoing; provided that, in the case of clauses (iv) and (vi) 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 such 450th day and 180 days of such commitment (an “Acceptable Commitment”); provided, further, that if an Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied and after such 450th day, then such Net Proceeds shall constitute Excess Proceeds (as defined below). If an Event of Default has occurred and is continuing, the Company or the applicable Guarantor shall, pending the final application of any Net Proceeds, deposit such Net Proceeds in a Notes Proceeds Account in which the Collateral Trustee (subject to the terms of the Intercreditor Agreements) has a perfected security interest for the benefit of the Secured Parties in accordance with the applicable Lien priorities described in the Intercreditor Agreements. (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 4.06(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 Section 4.06(b), shall be deemed to have been invested or applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of the Securities and, at the option of the Issuer, to (i) in the case of Excess Proceeds of an Asset Sale involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, any holders of Pari Passu Lien Indebtedness and (ii) in the case of Excess Proceeds of an Asset Sale not involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, any holders of Pari Passu Indebtedness, in each case to purchase the maximum aggregate principal amount of the Securities that is at least $2,000 and an integral multiple of $1,000 in excess thereof and any Pari Passu Lien Indebtedness or Pari Passu Indebtedness, as the case may be, 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 100% of the accreted value thereof, if less, plus accrued and unpaid interest (or, in respect of any such Pari Passu Lien Indebtedness or Pari Passu Indebtedness, as the case may be, such lesser price, if any, as may be provided for by the terms of such Indebtedness) to, but not including, 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 thirty Business Days after the date that Excess Proceeds exceed $25.0 million 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 and Pari Passu Lien Indebtedness or Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds used to make such Asset Sale Offer, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture (any such remaining Excess Proceeds amount, “Declined Excess Proceeds”). If the aggregate principal amount of Securities and Pari Passu Lien Indebtedness or Pari Passu Indebtedness, as the case may be, surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 3.04. Selection of such Pari Passu Lien Indebtedness or Pari Passu Indebtedness will be made pursuant to the terms of such Indebtedness. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds used to make such Asset Sale Offer 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 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 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 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. Notwithstanding any other provisions of this Section 4.06, to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, 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 Issuer or a Guarantor (the Issuer hereby agreeing to use commercially reasonable efforts (as determined in the Issuer’s reasonable business judgment) to otherwise cause the Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law to permit such repatriation to the Issuer or a Guarantor), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such amount of Net Proceeds so permitted to be repatriated will be promptly (and in any event no later than ten (10) Business Days after such repatriation is permitted) applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) in compliance with this covenant. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require any Subsidiary to repatriate cash.

Asset Sales. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the Issuer's ’s or a Restricted Subsidiary’s most recent balance sheet or in the Notes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary's most recent ’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted ConsiderationCash Equivalents within 180 days of the receipt thereof (to the extent of the Cash Equivalents 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 the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $100.0 million and 21.0% of LTM EBITDA 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 Permitted Consideration Cash Equivalents for the purposes of this provisionSection 4.06(a). (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, in excess of $20.0 million per transaction or $30.0 million in the aggregate in any fiscal year, the Issuer 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 the Issuer shall so reduce First-Priority Obligations, the Issuer 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 the Issuer or any Subsidiary Guarantor shall so reduce Pari Passu Indebtedness under this clause (D), the Issuer 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 the Issuer or an Affiliate of the Issuer; (ii) (A) 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), (B) to make an investment in or otherwise acquire assets or property or (C) to make, or make an investment in, 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; or (iii) any combination of the foregoing. In the case of Section 4.06(b)(ii) or (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the later of the 12-month anniversary of the date of the receipt of such Net Proceeds and 180-day anniversary of the binding commitment; 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 the Issuer 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 the 75% limitation referred Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to above 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 following the expiration of such 180 day period. Pending the final application of any such Net Proceeds, the Issuer 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 apply to 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 which the Permitted Consideration prior paragraph of 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 consideration received therefor aggregate amount of Excess Proceeds exceeds $75.0 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, 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 greater 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 Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $75.0 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. 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 relevant 365 days (or such longer period provided above) or with respect to Excess Proceeds of $75.0 million or less. 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 what the net afterExcess Proceeds, the Issuer 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-tax proceeds would have been had 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 Issuer 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 complied Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuer will comply with the aforementioned 75% limitation 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 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. (d) 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 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 Net Proceeds compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer 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 the Issuer 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 Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are appliedto be accepted by the Issuer. 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 Issuer to the Trustee are 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 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form 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 (and such First-Priority Obligations or other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer 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 set aside for applicationif such Notes are not so listed, pursuant to, and as and on a pro rata basis to the extent required bypracticable, Section 3.09 hereof by lot or the last paragraph of this Section 4.10, by such other method as the case may beTrustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided 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 Issuer 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. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (other than a Required Asset Sale), unless: (i) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered the Issuer at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: (A) the greater of the principal amount and the carrying value of any liabilities (as reflected on the Issuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities (excluding intercompany liabilities owing to a Restricted Subsidiary being disposed of) that are by their terms subordinated to the Notes, that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in connection with the transaction; (B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary as of the date prior to the date of consummation of such transaction that are assumed by the transferee of any such assets and (y) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted or reasonably expected by the Issuer acting in good faith to be converted by the Issuer or such Restricted Subsidiary into Permitted ConsiderationCash Equivalents (to the extent of the Cash Equivalents received or expected to be received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration received by the Issuer or 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) that is at that time outstanding, not to exceed the greater of (i) $80.0 million and (ii) 25.0% of LTM EBITDA at the time of the receipt of such Designated Non-cash Consideration (or, at the Issuer’s option, at the time of contractually agreeing to such Asset Sale), 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 Permitted Consideration Cash Equivalents for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to later of (x) the date of any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal pursuant to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation Section 4.10(a) and (iiiy) the receipt of any Net Proceeds of such Asset Sale, including a Required Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply an amount not to exceed the Net Proceeds from such Asset Sale are applied(the “Applicable Proceeds”): (i) to reduce Indebtedness (through a redemption, prepayment, repayment or set aside for applicationpurchase, pursuant to, and as and applicable) as follows: (A) (x) to the extent required bythereby, Obligations under the Working Capital Notes (and correspondingly permanently reduce commitments thereunder), in accordance with the terms thereof or (y) Obligations under a Credit Facility to the extent such Obligations were incurred under clause (i) of Section 3.09 4.09(b) hereof and, in the case of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto; (B) Obligations under Secured Indebtedness (other than the Notes, the New Senior Secured Notes or the last paragraph Working Capital Notes or Indebtedness that is owed to the Issuer or a Restricted Subsidiary), and, in the case of this Section 4.10revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto; (C) Obligations under the Notes or any other Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, in the case of other Senior Indebtedness that consists of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce any outstanding commitments with respect thereto); provided that if the Issuer or any Restricted Subsidiary shall so reduce any Senior Indebtedness other than the Notes, the Issuer or such Restricted Subsidiary will either (a) reduce Obligations under the Notes on a pro rata basis by purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which may be below par), or (b) make an offer (in accordance with the procedures set forth in Sections 4.10(c) and 4.14 hereof) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% 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; (D) Obligations of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary, and, in the case of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto; or (E) to the extent such Applicable Proceeds are from an Asset Sale of property or assets of a Restricted Subsidiary that is not a Subsidiary Guarantor, Obligations of the Issuer or a Subsidiary Guarantor other than Subordinated Indebtedness and other than Indebtedness owed to the Issuer or any Restricted Subsidiary, and, in the case of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto; (ii) 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 Issuer 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 or continues to constitute a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other properties or assets (including, without limitation, Securitization Assets and assets that consist of Servicing Advances, MSRs, mortgages and crop, student, consumer or other loans, mortgage-related securities and derivatives, other mortgage-related receivables, REO Assets, Retained Interests and other similar assets (or any interest in any of the foregoing) that are used to support or pledged to secure Permitted Funding Indebtedness), that, in each of (A), (B) and (C), are used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that the Issuer may elect to deem Investments, capital expenditures or acquisitions within the scope of the foregoing clauses (A), (B) or (C), as applicable, that occur prior to the receipt of the Applicable Proceeds to have been made in accordance with this clause (ii) so long as such deemed Investments, capital expenditures or acquisitions shall have been made no earlier than the earliest of (x) the written notice of such Asset Sale to the Trustee, (y) the execution of a definitive agreement relating to such Asset Sale or (z) the consummation of such Asset Sale; or (iii) any combination of the foregoing; provided that a binding commitment or letter of intent entered into not later than the end of such 450-day period 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 end of such 450-day period (an “Acceptable Commitment”) or, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Applicable 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 cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Applicable Proceeds are applied, then such Applicable Proceeds shall constitute Excess Proceeds. Notwithstanding any other provisions of this Section 4.10, (i) to the extent that the application of any or all of the Applicable Proceeds of any Asset Sale or Casualty Event by a Foreign Subsidiary (a “Foreign Disposition”) (A) is (x) prohibited or delayed by or would violate or conflict with applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other organizational or administrative impediments from being repatriated to the United States (including for the avoidance of doubt restrictions, prohibitions or impediments relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming and/or cross-streaming of Cash Equivalents intra-group and relating to the fiduciary and/or statutory duties of the directors (or equivalent Persons) of the Issuer and/or any of its Subsidiaries) or would conflict with the fiduciary and/or statutory duties of such Subsidiary’s directors (or equivalent Persons), or (B) would result in, or could reasonably be expected to result in, a risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Subsidiary, an amount equal to the portion of such Applicable Proceeds so affected will not be required to be applied in compliance with this Section 4.10, and such amounts may be retained by the applicable Foreign Subsidiary; provided that if at any time within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Applicable Proceeds is permitted under the applicable local law, the applicable organizational document or agreement or the applicable other impediment, an amount equal to such amount of Applicable Proceeds so permitted to be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) in compliance with this Section 4.10 or (ii) to the extent that the Issuer has determined in good faith that repatriation of any or all of the Applicable Proceeds of any Foreign Disposition could have a material adverse tax or cost consequence with respect to such Applicable Proceeds (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective Affiliates and/or their equityholders would incur a net tax liability (taking into account any deduction, including a dividend received deduction), including as a result of a tax dividend, a deemed dividend pursuant to Code Section 956 or a withholding tax), the Applicable Proceeds so affected may be retained by the applicable Foreign Subsidiary and an amount equal to such Applicable Proceeds will not be required to be applied in compliance with this Section 4.10. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require any Subsidiary to repatriate cash.

Asset Sales. (a) The 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 Issuer (or the 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 (evidenced by an Officers' Certificate delivered measured at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale), together with all other Asset Sales since November 21, 2017 (on a cumulative basis), received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of: (i) the greater of (x) the principal amount and the carrying value of any liabilities (as shown reflected on the Issuer's ’s or such Restricted Subsidiary's ’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or any Restricted Subsidiary as of the date prior Subsidiary, other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or the Guarantees, that are assumed by the transferee of any such assets and (yor are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary from such liabilities; (ii) any securities, notes or other obligations or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash or Cash Equivalents, shall or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale; and (iii) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (with the fair market value of such item of Designated Non-cash Consideration being measured at the time of contractually agreeing to the related Asset Sale), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed 2.0% of the Total Assets at the time of contractually agreeing to such Asset Sale, shall, for purposes of this Section 4.10 (and no other provision of this Indenture), be deemed to be Permitted Consideration for purposes cash or Cash Equivalents. (b) Within 450 days after the receipt of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Net Proceeds from any Asset Sale in which (the Permitted Consideration portion “Asset Sale Proceeds Application Period”), the Issuer or such Restricted Subsidiary, at its option, may apply an amount equal to the Applicable Percentage of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had Net Proceeds from such Asset Sale complied with (the aforementioned 75% limitation and “Applicable Proceeds”), (iii1) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may be.repay:

Asset Sales. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Issuer (or the 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 (evidenced as determined in good faith by an Officers' Certificate delivered to the Trustee and a Board ResolutionIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of, of and (iiy) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount of of: (xi) any liabilities (as shown on the Issuer's ’s or such a Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Issuer or any a Restricted Subsidiary as of the date prior (other than liabilities that are by their terms subordinated to the date of consummation of such transaction Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and or that are otherwise cancelled or terminated in connection with the transaction with such transferee, (yii) any securities, notes or other obligations or other securities or assets received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash 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 the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $215 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding the receipt of such Designated Non-cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (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 case be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (b) Within 15 months after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to the amount of 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), (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 the Issuer or any Subsidiary Guarantor shall so reduce Obligations under Pari Passu Indebtedness that does not constitute First-Priority Obligations under this clause (D) (which, for the avoidance of doubt, does not include Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), the Issuer 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 a pro rata principal amount of Notes 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, if any); or (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 Issuer or in an increase in the percentage ownership by the Issuer (or a Restricted Subsidiary) in such Restricted Subsidiary), 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 or, in each case, to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application from the date of such commitment until the 21-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 after the 15-month anniversary of the receipt of such Net Proceeds but before an amount equal to such Net Proceeds is so applied, then such unapplied amount shall constitute Excess Proceeds unless the Issuer 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 the Issuer 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 an amount equal to such Net Proceeds is applied or is not applied within six months of such Second Commitment, then such unapplied amount shall constitute Excess Proceeds. Pending the final application of any such amount, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility or otherwise use such amount in any manner not prohibited by this Indenture. If the Issuer has not applied an amount equal to such Net Proceeds from any Asset Sale as provided and within the time period set forth in the two immediately preceding paragraphs of this Section 4.06(b), then, in lieu of applying such amount in such manner, such unapplied amount (it being understood that any amount 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 so applied whether or not such offer is accepted) will be Permitted Consideration deemed to constitute “Excess Proceeds”; provided that, if (i) the Senior Secured Leverage Ratio of the Issuer is not greater than 2.60 to 1.00 at any time during such time period, an amount equal to 50% of the Net Proceeds from such Asset Sale shall not be required to be applied as set forth in clauses (1) or (2) above and shall not constitute Excess Proceeds and 50% of any existing Excess Proceeds shall no longer constitute Excess Proceeds, and (ii) the Senior Secured Leverage Ratio of the Issuer is not greater than 2.10 to 1.00 at any time during such time period, none of the amount equal to the Net Proceeds from such Asset Sale shall be required to be applied as set forth in clauses (1) or (2) above or constitute Excess Proceeds and all existing Excess Proceeds shall no longer constitute Excess Proceeds. If the aggregate amount of Excess Proceeds exceeds $200 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other First-Priority Obligations or, so long as the Net Proceeds are with respect to assets not constituting 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 were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such First-Priority Obligations or other Pari Passu Indebtedness, such lesser price, if any, as may be offered to the holders of such First-Priority Obligations or other Pari Passu Indebtedness), to, but excluding, the date fixed for purposes the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that the aggregate amount of Excess Proceeds exceeds $200 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of this provision; and provided furtherIndenture, that with a copy to the 75% limitation referred Trustee. The Issuer may, at its option, satisfy the foregoing obligations with respect to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is an amount equal to or greater less than what the net after-tax proceeds would have been had amount of any Net Proceeds from an Asset Sale by making an Asset Sale Offer prior to the expiration of the relevant 15 months (or such longer period as provided above) or with respect to Excess Proceeds of $200 million or less (it being understood that such amount used to make an Asset Sale Offer shall satisfy the foregoing obligations with respect to such amount whether or not such Asset Sale complied Offer is accepted). To the extent that the aggregate amount of Notes (and such First-Priority Obligations or, so long as the Net Proceeds are with respect to assets not constituting Collateral, other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds or such lesser amount offered, the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds or such lesser amount offered for any purpose that is not prohibited by this Indenture and shall not be required to use them for any other purpose. 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 Issuer 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 to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). (c) The Issuer will comply with the aforementioned 75% limitation 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 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. (d) 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 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, the Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer 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 the Issuer 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 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 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 Issuer to the Trustee are 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 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form 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 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, so long as the Net Proceeds are with respect to assets not constituting Collateral, other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Asset Sale Notes for purchase shall be made by the Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are appliedlisted (and the Issuer shall notify the Trustee of any such listing), or set aside for applicationif such Notes are not so listed, pursuant to, and as and on a pro rata basis to the extent required bypracticable, Section 3.09 hereof by lot or by such other method (and in such manner as complies with the last paragraph requirements of this Section 4.10the Depository, as if applicable); provided 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 case may beterms of such First-Priority Obligations or other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer 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 Issuer (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Issuer (Holdings or the 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 (evidenced such fair market value to be determined by an Officers' Certificate delivered Holdings at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; (ii2) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor therefor, on a per transaction basis, received by the Issuer Holdings or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the amount following amounts shall be deemed to be Cash Equivalents for the purposes of this Section 9.8: (xA) any liabilities (as shown on the Issuer's Holdings’ or such Restricted Subsidiary's ’s most recent balance sheet) of sheet or in the Issuer footnotes thereto or, if incurred or any Restricted Subsidiary as of increased subsequent to the date of such balance sheet, such liabilities that would have been shown on Holdings’ or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of consummation such balance sheet, as determined by Holdings) of Holdings or such transaction Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which Holdings and all of its Restricted Subsidiaries have been validly released by all applicable creditors or indemnified in writing; (yB) any securities, notes or other obligations or assets received by the Issuer Holdings or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Holdings or such Restricted Subsidiary into Permitted Consideration, shall be deemed Cash Equivalents (to be Permitted the extent of Cash Equivalents received) within 180 days following the closing of such Asset Sale; (C) any Designated Non-cash Consideration for purposes received by Holdings or any of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale its Restricted Subsidiaries in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $25.0 million or 2.00% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value in each case being measured at the time received and without giving effect to subsequent changes in value; and (D) any stock or assets of the kind referred to in clauses (2)(a) or 2(c) of Section 9.5(b); and (3) if such Asset Sale involves the disposition of Collateral, the Borrower or such Guarantor has complied with the aforementioned 75% limitation provisions of this Agreement and the Collateral Documents. (iiib) 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 of from such Asset Sale, (1) to reduce or offer to reduce Indebtedness as follows: (A) if the assets subject to such Asset Sale constitute Collateral, to permanently repay any ABL Debt or to reduce (or offer to reduce, as applicable) Obligations under the Loans, Senior Notes, the Senior Take-out Notes and any Additional Parity Debt on a pro rata basis; (B) if the assets subject to such Asset Sale do not constitute Collateral, to reduce Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Agreement; (C) if the assets subject to such Asset Sale do not constitute Collateral, to permanently reduce (or offer to reduce) Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto), provided that the Borrower shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Loans and any Additional Parity Debt on a pro rata basis; or (D) if the assets subject to such Asset Sale are appliedthe property or assets of a Restricted Subsidiary that is not the Borrower or a Guarantor, to permanently reduce Indebtedness of (i) such Restricted Subsidiary that is not the Borrower or set aside for applicationa Guarantor, pursuant toother than Indebtedness owed to Holdings or another Restricted Subsidiary or (ii) the Borrower or a Guarantor; or (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 as and to the extent required by, Section 3.09 hereof results in Holdings or the last paragraph any of this Section 4.10its 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 the case of each of (a), (b) and (c) that are used or useful in a Similar Business; provided 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 the Collateral Documents (except to the extent the Lien thereon is released in accordance with the terms of the Collateral Documents); 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 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, in the case of each of (a), (b) and (c) that replace the businesses, properties and/or assets that are subject of such Asset Sale; provided 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 the Collateral Documents (except to the extent the Lien thereon is released in accordance with the terms of the Collateral Documents); provided that, in the case of clause (2) and (3) above, a binding commitment entered into not later than such 365th day shall extend the period for such Investment or other payment for an additional 180 days after the end of such 365-day period 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, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds that are not invested or applied as provided and within the time period set forth in Section 9.8(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall (x) prepay the Loans, and, (y) if required or permitted by the terms of any Indebtedness that is pari passu with the Loans (“Pari Passu Indebtedness”), to prepay or offer to prepay the amount of Loans and such Pari Passu Indebtedness (an “Asset Sale Offer”), to prepay a maximum aggregate principal amount of the Loans, Senior Notes or Senior Take-out Notes, as applicable, and such Senior 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer 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. To the extent that the aggregate amount of Loans and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Holdings or any of its Subsidiaries 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 Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, Holdings or the applicable trustee, as applicable, shall select the Loans and Pari Passu Indebtedness to be prepaid 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 Pari Passu Indebtedness, as applicable. 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 9.8, the Borrower or the applicable Restricted Subsidiary 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 Agreement.

Asset Sales. (a) The Issuer Parent shall not, and shall not permit any of its Restricted Subsidiaries toto consummate, consummate directly or indirectly, an Asset Sale unless Sale, unless: (i) the Issuer (Parent or the 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 (evidenced by an Officers' Certificate delivered as determined at the time of contractually agreeing to the Trustee and a Board Resolutionsuch Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis received by the Issuer Parent or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")cash or Cash Equivalents; provided that the amount of of: (xA) any liabilities (as shown reflected on the Issuer's or such Restricted Subsidiary's Parent’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet) of , such liabilities that would have been reflected on the Issuer Parent’s consolidated balance sheet or any Restricted Subsidiary as of in the date footnotes thereto if such incurrence or accrual had taken place on or prior to the date of consummation such balance sheet, as determined in good faith by the Parent) of such transaction the Parent or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Parent and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing, (yB) any securities, notes or other obligations or assets received by the Issuer Parent or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted by the Issuer Parent or such Restricted Subsidiary into Permitted cash 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), in each case, within 180 days following the closing of such Asset Sale; (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; (D) consideration consisting of Indebtedness of the Parent or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Parent or any Restricted Subsidiary; and (E) any Designated Non-cash Consideration received by the Parent or 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 ‎(E) that is at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 1% of Consolidated 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 Permitted Consideration cash for purposes of this provision; provision and provided further, that for no other purpose. (b) Within 450 days after the 75% limitation referred to above shall not apply to Parent’s or any Asset Sale in which the Permitted Consideration portion Restricted Subsidiary’s receipt of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of any Asset Sale, the Parent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale are applied, Sale: (i) to: (A) reduce revolving Indebtedness outstanding under Credit Facilities (and permanently reduce commitments thereunder) or set aside for application, pursuant to, and as and to permanently reduce other Indebtedness under Credit Facilities to the extent required such Indebtedness was incurred under ‎Section 10.07(b)(i), and, other than any such Indebtedness under the ABL Credit Facility (or any Refinancing Indebtedness in respect thereof), to correspondingly reduce any outstanding commitments with respect thereto; (B) permanently repay or reduce Obligations under Senior Secured Indebtedness of the Issuer or a Guarantor, and to correspondingly reduce any outstanding commitments with respect thereto; (C) permanently repay or reduce Obligations under the Notes or any other Senior Indebtedness of the Parent or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Parent or any Restricted Subsidiary shall so repay any such Senior Indebtedness other than the Notes, the Parent or such Restricted Subsidiary shall either reduce Obligations under the Notes on a pro rata basis by, Section 3.09 hereof at its option, (A) redeeming Notes as described under ‎Section 11.01 or (B) purchasing notes through open market purchases, at a price equal to or higher than 100% of the last paragraph principal amount thereof, in a manner that complies with this Indenture and applicable securities law or make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of this Section 4.10the 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 (D) permanently repay or reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Parent or another Restricted Subsidiary; (ii) 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 Parent 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 the case of each of (a), (b) and (c), either (i) used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that the Parent and its Restricted Subsidiaries shall be deemed to have complied with this clause ‎(ii) if and to the extent that, within 450 days after the Asset Sale that generated the Net Proceeds, the Parent or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in this clause ‎(ii) 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 Parent 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; or (iii) any combination of the foregoing. (c) Any Net Proceeds from any Asset Sale that are not invested or applied in accordance with ‎Section 10.13(b) within the time set forth therein will be deemed to constitute “Excess Proceeds.” Within ten (10) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer (or the Parent on the Issuer’s behalf) 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 Notes and such Pari Passu Indebtedness, and with respect to the Notes only in denominations of $2,000 initial principal amount and multiples of $1,000 thereafter, that 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, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. In the event that the Parent or a Restricted Subsidiary prepays any Pari Passu Indebtedness that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Parent or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. The Issuer (or the Parent on the Issuer’s behalf) shall commence an Asset Sale Offer by transmitting electronically or 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, if applicable, Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds the Issuer (or the Parent on the Issuer’s behalf) is offering to apply in such Asset Sale Offer), the Parent may use any remaining Excess Proceeds (or such amount offered) in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased or repaid on a pro rata basis and in accordance with the procedures of the Depository; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero, and in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds the Issuer (or the Parent on the Issuer’s behalf) is offering to apply in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds. The Issuer or the Parent may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to all Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to any unapplied Excess Proceeds. (d) Pending the final application of any Net Proceeds pursuant to this ‎Section 10.13, the Parent or the applicable Restricted Subsidiary 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) To the extent that any portion of Net Proceeds payable in respect of the notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer or the Parent (as applicable) upon converting such portion into U.S. dollars. (f) Notwithstanding any other provisions of this covenant, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, 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 documents or agreements will not permit repatriation to the United States (the Parent hereby agreeing to use reasonable efforts (as determined in the Parent’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not such repatriation actually occurs) in compliance with this covenant and (ii) to the extent that the Parent has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Parent, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (g) The Issuer and/or the Parent (as applicable) 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 and/or the Parent (as applicable) 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. (h) The provisions under this Indenture relating to the Issuer’s and the Parent’s obligation to make an offer to repurchase the notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes. (i) Notices of purchase or redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to the Trustee and each Holder of Notes at such Holder’s registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. (j) If any Notes are to be purchased or redeemed in part only, the Issuer shall issue a new Note in principal amount equal to the unredeemed portion of the original Note in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, unless such redemption is conditioned on the happening of a future event. On and after the Redemption Date, unless the Issuer defaults in payment of the Redemption Price, interest shall cease to accrue on Notes or portions thereof called for redemption, unless such redemption is conditioned on the happening of a future event.

Asset Sales. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i1) the Issuer (or the 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) at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) Fair Market Value of the assets or (including Equity Interests Interests) issued or sold or otherwise disposed of, ; and (ii2) except as otherwise provided in an IPP the case of any Asset Sale Agreementthat involves assets having a Fair Market Value in excess of the greater of (x) $175.0 million and (y) 31.25% of Consolidated EBITDA of the Issuer, at least 75% of the consideration therefor received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee), as of shown on the Issuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet (or notes thereto) for which internal financial statements are available immediately preceding such date (or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s balance sheet (or in the notes thereto) if such incurrence or accrual had taken place on or prior to the date of consummation such balance sheet in the good faith determination of such transaction the Issuer) that (i) are assumed by the transferee of any such assets and pursuant to an agreement that releases the Issuer or such Restricted Subsidiary from or indemnifies against further liability or (yii) are otherwise cancelled or terminated in connection with the transaction (other than any intercompany liabilities owed to the Issuer or a Restricted Subsidiary); (B) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are convertible are, within 90 180 days after such Asset Sale, converted by the Issuer or such Restricted Subsidiary into Permitted Considerationcash, shall be deemed to be Permitted Consideration for purposes of this provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required byof the cash received in that conversion; (C) any Designated Non-Cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale; provided that at the time of receipt of such Designated Non-Cash Consideration, Section 3.09 hereof the aggregate Fair Market Value of all 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), less the amount of Net Proceeds previously realized in cash or Cash Equivalents from the last paragraph sale of this Section 4.10previously received Designated Non-Cash Consideration, is less than the greater of (i) $245.0 million and (ii) 43.75% of Consolidated EBITDA; and (D) accounts receivable of a business retained by the Issuer or such Restricted Subsidiary, as the case may be, following the sale of such business; provided that such accounts receivable (1) are not past due more than 90 days and (2) do not have a payment date greater than 120 days from the date of the invoices creating such accounts receivable. Notwithstanding clause (2) of this Section 4.10(a), all or a portion of the consideration received by the Issuer or a Restricted Subsidiary for any Asset Sale may consist of assets of a Permitted Business or Capital Stock of a person primarily engaged in a Permitted Business. (b) Within 540 days after the receipt of any Net Proceeds (other than any Designated Asset Sale Proceeds, which shall not be subject to this Section 4.10(b)) from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply the Net Proceeds from such Asset Sale, at its option: (1) (i) to repay Indebtedness of the Issuer or any Guarantor secured by a Lien (including Obligations under the Senior Credit Agreements) and, if such Secured Indebtedness being repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto or (ii) to repay any Indebtedness of a Restricted Subsidiary of the Issuer that is not a Guarantor (other than Indebtedness owed to the Issuer or another Restricted Subsidiary); (2) to make (a) an Investment in one or more businesses, (b) capital expenditures or (c) other investments in any assets that are not classified as current assets under IFRS, in each case (i) used or useful in a Permitted Business or (ii) that replace the properties and assets that are the subject of such Asset Sale; (3) to fund all or a portion of an optional redemption of the Notes as described under Section 3.07 hereof or purchase Notes in the open market, by tender offer, negotiated transactions or otherwise at a purchase price not less than 100% of the principal amount (or accreted value, as applicable) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase; (4) to repay other Pari Passu Indebtedness (which, for the avoidance of doubt, does not include Indebtedness described in clauses (1) and (3), even if such Indebtedness may also constitute Pari Passu Indebtedness); provided that the Issuer shall also equally and ratably reduce Indebtedness under the Notes in any manner as set forth in clause (3) of this Section 4.10(b) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer with Excess Proceeds) to all Holders to purchase, on a pro rata basis, the principal amount of Notes, at a purchase price equal to 100% of the principal amount (or accreted value, as applicable) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase; or (5) to undertake any combination of the foregoing; provided that the Issuer (or the applicable Restricted Subsidiary) will be deemed to have complied with the provisions set forth in clause (b)(2) of this Section 4.10 if (i) a commitment pursuant to a definitive binding agreement is executed within such 540-day period, so long as such acquisition or expenditure is consummated within 180 days of the end of such 540-day period or (ii) in the event such binding agreement described in the preceding clause (i) is cancelled or terminated for any reason before such Net Proceeds are applied, the Issuer (or the applicable Restricted Subsidiary) enters into another such binding commitment within 180 days of such cancellation or termination of the prior binding commitment; provided further that if any second binding commitment is later cancelled or terminated for any reason before such Net Proceeds are applied within 180 days of the second binding commitment, then such Net Proceeds shall constitute Excess Proceeds. To the extent any offer to repurchase Indebtedness pursuant to clause (1) of this paragraph remains outstanding, the Issuer shall not be required to make an Asset Sale Offer until such offer to repurchase has expired and, if accepted, such Indebtedness has been repaid. (c) Pending the final application of any Net Proceeds, the Issuer or the Restricted Subsidiary that consummated the applicable Asset Sale may temporarily reduce Indebtedness under a revolving credit facility or otherwise use 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 paragraph (b) of this Section 4.10 (but excluding for the avoidance of doubt (i) any Designated Asset Sale Proceeds and (ii) any such proceeds not required to be applied or invested as a result of paragraph (g) of this Section 4.10) will constitute “Excess Proceeds”; provided that (i) any amount of Net Proceeds offered to Holders in accordance with clauses (3) or (4) of this Section 4.10(b) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders and (ii) if the Holder or lender of any Indebtedness of a Restricted Subsidiary or the Issuer declines the repayment of such Indebtedness required to be paid (or offered to be paid) to it from such Net Proceeds, such amount will be deemed repaid to the extent of the declined Net Proceeds; provided, further that (i) if the Consolidated First Lien Net Leverage Ratio is equal to or less than 4.25 to 1.00 after giving pro forma effect to such Asset Sale, the amount of any such Net Proceeds (prior to any application or investment of Net Proceeds as provided above) from an Asset Sale shall be reduced by 50% and (ii) if the Consolidated First Lien Net Leverage Ratio is equal to or less than 3.75 to 1.00 after giving pro forma effect to such Asset Sale, the amount of any such Net Proceeds (prior to any application or investment of Net Proceeds as provided above) from an Asset Sale shall be reduced by 100%. Any proceeds determined not to be Excess Proceeds as a result of the foregoing two provisos shall constitute “Excluded Proceeds.” (e) Within 20 Business Days after the aggregate amount of Excess Proceeds exceeds the greater of (x) $175.0 million and (y) 31.25% of Consolidated EBITDA of the Issuer, the Issuer will make an Asset Sale Offer to all Holders and all holders of Pari Passu Indebtedness evidenced or governed by agreements containing provisions similar to those set forth in this Indenture with respect to mandatory prepayments and offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased with the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, and will be payable in cash. (f) To the extent that the aggregate principal amount (or accreted value, as applicable) 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 in any manner not prohibited by this Indenture (such remaining Excess Proceeds, together with the Excluded Proceeds, the “Remaining Proceeds”). If the aggregate purchase price for the Notes and such Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, as advised to the Trustee in an Officer’s Certificate, the Trustee will select the Notes and the Issuer will select such Pari Passu Indebtedness to be purchased on a pro rata basis or by lot (or, in the case of Global Notes, in accordance with the procedures of the Depositary). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Nothing in this paragraph (f) shall preclude the Issuer from making an offer to purchase using Excess Proceeds even if the amount of Excess Proceeds not previously subject to an offer to purchase pursuant to this Section 4.10 totals less than the greater of (x) $175.0 million and (y) 31.25% of Consolidated EBITDA of the Issuer. (g) Notwithstanding the foregoing, to the extent a distribution of any or all of the Net Proceeds of any Asset Sales by a Subsidiary that is not a Domestic Subsidiary (or that is a Subsidiary of a Subsidiary that is not a Domestic Subsidiary) to the Issuer (including through any intermediate entity) (i) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other organizational or administrative impediments from being repatriated to the United States or (ii) would have a material adverse tax consequence taking into account any foreign tax credit or other net benefit actually realized in connection with such distribution, as reasonably determined by the Issuer, the portion of such Net Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that if at any time within one year following the date on which such affected Net Proceeds would otherwise have been required to be applied pursuant to this Section 4.10, distribution of any of such affected Net Proceeds is no longer prohibited or delayed by applicable local law, restricted by any applicable organizational document or agreement or subject to other organizational or administrative impediments from being repatriated to the United States, and would not result in a material adverse tax consequence, then an amount equal to such amount of Net Proceeds no longer so affected will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated, whether or not they are repatriated) in compliance with this Section 4.10. To the extent such Net Proceeds are not applied within such one-year period, such Net Proceeds will be deemed to have been applied and may be utilized in any manner not prohibited by this Indenture. The non-application of any Net Proceeds as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (h) The Issuer is obligated to comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.10 hereof or this Section 4.10, the Issuer is obligated to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 hereof or this Section 4.10 by virtue of such compliance. (i) The Issuer’s obligation to make an Asset Sale Offer may be waived or modified or terminated with the written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the date by which the Issuer is required to make such Asset Sale Offer. (j) Notwithstanding the foregoing, in no event shall the Issuer or any Guarantor be permitted to dispose of any Material Intellectual Property to any Unrestricted Subsidiary.

Asset Sales. (1) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless (i) the Issuer (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 (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed ofof (as evidenced by a resolution of the Board of Directors), and (ii) except as otherwise provided in an IPP Sale Agreement, at least 75% of the consideration therefor received by the Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be cash or other Qualified Consideration. The Issuer or any Restricted Subsidiary is in may, within 365 days of the form of Asset Sale, invest the Net Cash Proceeds thereof (A) cashin property or assets used, or to be used, in the System and Network Management Business, or in a company engaged primarily in the System and Network Management Business (if and to the extent otherwise permitted under this Indenture), or (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) repay Secured Debt of the Issuer or any Restricted Subsidiary as Subsidiary. The amount of such Net Cash Proceeds not used or invested within 365 days of the date prior Asset Sale in the manner described in clauses (A) and (B) above shall constitute "Excess Proceeds." In the event that Excess Proceeds exceed $10.0 million, the Issuer shall make an Offer to Purchase that amount of Securities equal to the amount of Excess Proceeds at a price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of consummation of such transaction that are assumed purchase and, to the extent required by the transferee terms thereof, any other Debt of any such assets and (y) any securities, notes or other obligations received by the Issuer that is pari passu with the Securities or any such Debt of a Restricted Subsidiary from such transferee Subsidiary. Each Offer to Purchase shall be mailed within 30 days following the date that are convertible within 90 days by the Issuer or such Restricted Subsidiary into Permitted Considerationshall become obligated to purchase Securities with any Excess Proceeds. Following the completion of an Offer to Purchase, the amount of Excess Proceeds shall be deemed to be Permitted Consideration reset at zero and, to the extent there are any remaining Excess Proceeds the Issuer may use such Excess Proceeds for purposes any use which is not otherwise prohibited by this Indenture. The Issuer will comply with the requirements of this provision; Rule 14e-1 under the Exchange Act and provided further, that any other securities laws and regulations thereunder to the 75% limitation referred extent such laws and regulations are applicable in connection with the purchase of Securities pursuant to above shall not apply such Offer to any Asset Sale in which Purchase. (2) Not later than the Permitted Consideration portion date of the consideration received therefor Offer with respect to an Offer to Purchase pursuant to this Section 1015, the Issuer shall deliver to the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of the Net Cash Proceeds from the Asset Sale(s) pursuant to which such Offer is equal being made, including, if amounts are invested in assets related to or greater than what the net after-tax proceeds would have been had business of the Issuers, the actual assets acquired and a statement indicating the relationship of such Asset Sale complied with assets to the aforementioned 75% limitation business of the Issuer and (iii) the Net Proceeds compliance of such Asset Sale are appliedallocation with the provisions of Section 1015(1). The Issuer shall perform its obligations specified in the Offer for the Offer to Purchase. On or prior to the Purchase Date, the Issuer shall (i) accept for payment (on a pro rata basis, if necessary) Securities or set aside portions thereof tendered pursuant to the Offer, (ii) deposit with the paying agent (or, if the Issuer is acting as its own paying agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the purchase price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for applicationpayment by the Issuers. The Paying Agent (or the Issuers, pursuant toif so acting) shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price, and as the Trustee or Authentication Agent shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer to the extent required by, Section 3.09 hereof Holder thereof. The Issuer shall publicly announce the results of the Offer on or as soon as practicable after the last paragraph of this Section 4.10, as the case may bePurchase Date.

Asset Sales. (a) The Lead Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate con- summate an Asset Sale unless Sale, unless: (i) the Lead Issuer (or the such Restricted Subsidiary, as the case may be, receives con- sideration (including, but not limited to, by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with, such Asset Sale) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of, ; and (ii) except as otherwise provided in an IPP Sale Agreementthe case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative ba- sis), received by the Lead Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration")Cash Equivalents; provided that the following amounts shall be deemed to be Cash Equivalents for purposes of this clause (ii): (A) the greater of the principal amount and the carrying value of (x) any liabilities liabili- ties (as shown reflected on the Lead Issuer's ’s or such Restricted Subsidiary's ’s most recent xxxxxxx- dated balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet) of , such liabilities that would have been reflected on the Issuer Lead Issuer’s or any such Restricted Subsidiary as of Subsidiary’s consolidated balance sheet or in the date footnotes thereto if such incurrence or increase had taken place on or prior to the date of consummation such bal- ance sheet, as determined by the Lead Issuer) of the Lead Issuer or such transaction Restricted Sub- sidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes, that are (i) assumed by the transferee of any such assets and (yor a third party in connection with such transfer) pursuant to a written agreement which releases or indem- nifies the Lead Issuer or such Restricted Subsidiary from such liabilities or (ii) otherwise cancelled or terminated in connection with the transaction; (B) any securities, notes or other obligations or assets received by the Lead Issuer or any such Restricted Subsidiary from such transferee that are convertible within 90 days converted or reasonably expected by the Lead Issuer acting in good faith to be converted by the Lead Issuer or such Restricted Subsidiary into Permitted Consideration, shall be deemed Cash Equivalents (to the extent of the Cash Equivalents received or expected to be Permitted received) or by their terms are required to be satisfied for Cash Equivalents within 180 days following the closing of such Asset Sale; and (C) any Designated Non-cash Consideration for purposes received by the Lead Issuer or 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) that is at that time outstanding, not to exceed the greater of this provision; (i) $125.0 mil- lion and provided further(ii) 20.0% of LTM EBITDA, that with the 75% limitation referred fair market value of each item of Desig- nated Non-cash Consideration being measured without giving effect to above shall not apply subsequent changes in value. At the option of the Lead Issuer, the foregoing determination and calculations may be made (i) at the time the definitive agreement with respect to such Asset Sale has been signed or (ii) at the time such Asset Sale is consummated (b) Within 450 days after the later of (x) the date of any Asset Sale in which the Permitted Consideration portion of the consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iiiy) the receipt of any Net Proceeds of such Asset Sale are appliedSale, the Lead Issuer or set aside for applicationsuch Restricted Subsidiary, pursuant toat its option, and as and may apply an amount not to exceed the Net Proceeds from such Asset Sale: (i) (A) to the extent required such Net Proceeds are from an Asset Sale of Collateral, to re- duce Indebtedness (through a prepayment, repayment or purchase, as applicable) as follows: (1) Obligations under the Notes; (2) First Lien Obligations (other than the Notes), and, in the case of revolving obligations (other than Obligations in respect of any asset-based credit facility), to correspondingly reduce commitments with respect thereto; provided that if the Lead Issuer or any Restricted Subsidiary shall so reduce any First Lien Obligations other than the Notes, the Lead Issuer or such Restricted Subsidiary will either (a) reduce Obligations under the Notes on a pro rata basis with such other First Lien Obligations by, at its option, (x) redeeming Notes as provided under Section 3.09 3.07 hereof or (y) purchasing Notes through open-market pur- chases or in privately negotiated transactions at market prices (which may be be- low par), or (b) make an offer (in accordance with the last paragraph procedures set forth below for a Collateral Asset Sale Offer) to all Holders to purchase their Notes on a rata- ble basis with such other First Lien Obligations for no less than 100% of this Section 4.10the prin- cipal amount thereof, as plus the case may be.amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or