Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property assets and property subject to such Asset Sale and (2ii) all at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale and all other Asset Sales since the 2018 Notes Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties Properties, Drilling Expense Commitments or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities liabilities, or any combination of the foregoing (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property assets and property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property assets and property other than Permitted Consideration received from Asset Sales since the 2009 2018 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (1i) the consideration received by the Company (or such a Restricted Subsidiary, as the case may be, receives consideration at the time ) for such disposition consists of such Asset Sale at least equal to 70% cash; provided, however, that for purposes of this provision (i), the Fair Market Value amount of the Property subject to such Asset Sale and (2) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption any liabilities assumed by the purchaser of liabilities of the Company (transferee and any Notes or other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration Obligations received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may which are immediately converted into cash shall be applied by the Company or such Restricted Subsidiarydeemed to be cash, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or and (ii) reinvest the Company shall within 390 days after the date of such sale or sales, apply the Net Proceeds from such sale or sales in Additional Assets excess of an amount equal to 10% of the Company’s total consolidated assets to (including by means A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or part of the Notes (or Indebtedness of the Company which is pari passu with the Notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by a Restricted Subsidiary with Net Available Cash received the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or another Restricted Subsidiary); provided that if such the Trustee to the Holders of the Notes at their last registered address. The Asset Sale includes Oil Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and Gas Properties or Proved and Probable Drilling Locationsmaterials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, after giving effect to such which shall govern the terms of the Asset SaleSale Offer, the Company is in compliance with the Collateral requirements of this Indenture.shall state:

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any an Asset Sale unless unless: (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and or assets sold or otherwise disposed of; (2ii) all at least 85% of the consideration paid to received by the Company or such Restricted Subsidiary in connection with for such Asset Sale is in the form Property or assets consists of cash, cash or Eligible Cash Equivalents, Liquid Securities, Exchanged Properties ; provided that the amount of any liabilities (as shown on the Company's or the assumption by the purchaser of liabilities such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than (x) contingent liabilities of the Company and liabilities that are by their terms subordinated subordinate to the NotesNotes or any Guarantee thereof by any Restricted Subsidiary and (y) unsecured liabilities) that are assumed in writing by the transferee of any such assets (and for which the Company receives a written release from the creditors) will be deemed to be cash for the purposes of this clause (ii); and (iii) the Net Cash Proceeds received by the Company or such Restricted Subsidiary relating to Assets Sales are applied as set forth in clause (A) or liabilities (B) in each case to the extent that the Company elects or is so required: (A) to repay or purchase and reduce outstanding Applicable Debt and, in the case of any revolving loans and other similar obligations, reduce the commitment thereunder; provided, however, that such repayment and commitment reduction occurs within 270 days following the receipt of such Net Cash Proceeds; or (B) to an investment in Replacement Assets; provided, however, that such investment occurs or the Company or such Restricted Subsidiary Guarantor that made enters into contractual commitments to make such Asset Sale investment, subject only to customary conditions (other than liabilities the obtaining of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guaranteefinancing), in each case as a result on or prior to the 270th day following receipt of which such Net Cash Proceeds and Net Cash Proceeds contractually committed are commenced to be so applied within 365 days following the Company receipt of such Net Cash Proceeds; and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted provided, further, that, with respect to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since involving Collateral, such Replacement Assets shall become subject to a Second Priority Lien in favor of the 2009 Notes Issue Date and held Trustee on behalf of the Holders. Notwithstanding any provision of this Section 4.9, Asset Swaps entered into by the Company or any Restricted Subsidiary at any one time in the normal course of business shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, subject to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or clause (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indentureimmediately preceding sentence.

Limitation on Asset Sales. (a) The Company shall notMake or suffer to exist an Asset Sale, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless (1x) the Company Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the Property subject to such Asset Sale assets sold or otherwise disposed of and (2y) all except in the case of the sale of the performance products business of Nutrinova, at least 75% of the consideration paid to therefor received by the Company Borrower or such Restricted Subsidiary in connection with such Asset Sale Subsidiary, as the case may be, is in the form of cash, cash or Cash Equivalents, Liquid Securities, Exchanged Properties ; provided that the amount of (i) any liabilities (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the assumption by the purchaser of liabilities notes thereto) of the Company Borrower or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the NotesLoans) or liabilities that are assumed by the transferee of any such assets and for which the Borrower and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Borrower or such Restricted Subsidiary Guarantor from such transferee that made are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and/or (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted iii) any Designated Non-Cash Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company Borrower or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $50.0 million (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and Gas Properties or Proved and Probable Drilling Locations, after without giving effect to such Asset Salesubsequent changes in value), the Company is in shall be deemed to be cash for purposes of this provision and for no other purpose. Subject to compliance with clause (b) below, this clause (a) shall not restrict any Asset Sale described in the Collateral requirements definition of this Indenture"Restructuring" and entered into to give effect to the Restructuring.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Company), provided that the Company, such Subsidiary Guarantor, such Restricted Subsidiary, as the case may bebe is irrevocably and unconditionally released from all liability under such Indebtedness or (c) Replacement Assets. The Company will not, receives consideration at the time of such Asset and will not permit any Restricted Subsidiary or Regulated Subsidiary to consummate any Regulated Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and unless (21) all of the consideration paid to received by the Company or such Restricted Subsidiary in connection with such Asset Sale or Regulated Subsidiary is in at least equal to the form fair market value of cashthe assets sold or disposed of and (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, Cash Equivalents, Liquid Securities, Exchanged Properties or (b) the assumption by the purchaser of liabilities unsubordinated Indebtedness of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale or Indebtedness of any other Restricted Subsidiary or Regulated Subsidiary (in each case, other than liabilities of a Subsidiary Guarantor Indebtedness owed to the Company), provided that are by their terms subordinated to the Company, such Subsidiary Guarantor’s , such Restricted Subsidiary Guarantee)or such Regulated Subsidiary, in each as the case as a result of which may be is irrevocably and unconditionally released from all liability under such Indebtedness or (c) Replacement Assets. If and to the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided extent that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration Net Cash Proceeds received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary at any one time shall not exceed 10% Subsidiaries or Regulated Subsidiaries (excluding the first $300 million of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash Proceeds received by the Company or another any of its Restricted Subsidiary); provided that if Subsidiaries or Regulated Subsidiaries from Asset Sales and Regulated Sales after the Closing Date) from one or more Asset Sales or Regulated Sales in any period of 12 consecutive months exceed 10% of Consolidated Net Worth (determined as of the date closest to the commencement of such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, 12 month period for which a consolidated balance sheet of the Company is in compliance and its Subsidiaries has been filed with the Collateral requirements of this Indenture.SEC or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary or Regulated Subsidiary to:

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1) the consideration received by the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the Fair Market Value of the Property subject to such Asset Sale assets sold or disposed of and (2) all at least 75% of the consideration paid received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Company), provided that the Company, such Subsidiary Guarantor, such Restricted Subsidiary, as the case may be is irrevocably and unconditionally released from all liability under such Indebtedness or (c) Replacement Assets. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to consummate any Regulated Sale unless (1) the consideration received by the Company or such Restricted Subsidiary in connection with such Asset Sale or Regulated Subsidiary is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated at least equal to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property the assets sold or disposed of and (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary or Regulated Subsidiary (in each case, other than Permitted Consideration Indebtedness owed to the Company), provided that the Company, such Subsidiary Guarantor, such Restricted Subsidiary or such Regulated Subsidiary, as the case may be is irrevocably and unconditionally released from all liability under such Indebtedness or (c) Replacement Assets. If and to the extent that the Net Cash Proceeds received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary at any one time shall not exceed 10% Subsidiaries or Regulated Subsidiaries (excluding the first $300 million of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash Proceeds received by the Company or another any of its Restricted Subsidiary); provided that if Subsidiaries or Regulated Subsidiaries from Asset Sales and Regulated Sales after the Closing Date) from one or more Asset Sales or Regulated Sales in any period of 12 consecutive months exceed 10% of Consolidated Net Worth (determined as of the date closest to the commencement of such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, 12 month period for which a consolidated balance sheet of the Company is in compliance and its Subsidiaries has been filed with the Collateral requirements of this Indenture.SEC or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary or Regulated Subsidiary to:

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate make any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors as evidenced by a resolution of the Property Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets subject to such Asset Sale and Sale, (2ii) all at least 85% of the consideration paid to the Company or such Restricted Subsidiary in connection with for such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes or any Guarantee of the Notes) or liabilities that are assumed by the transferee of any Subsidiary Guarantor such assets (provided, that made following such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated there is no further recourse to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries with respect to such liabilities), and (iii) within 12 months of such Asset Sale, the Net Proceeds thereof are (a) invested in assets related to the business of the Company or its Restricted Subsidiaries or (b) to the extent not used as provided in clause (a), applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); provided, that if (x) the amount of Net Proceeds from any Asset Sale not invested pursuant to clause (a) above is less than $5.0 million or (y) the Net Proceeds from an Asset Sale of Collateral with respect to which the Lien thereon is subordinate to the Lien securing obligations under the Revolving Credit Facility are used to repay obligations under the Revolving Credit Facility, the Company shall not be permitted required to receive Property other than Permitted Considerationmake an offer pursuant to clause (b). Pending the final application of any such Net Proceeds, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or temporarily invest such Net Proceeds in Cash Equivalents. The amount of Net Proceeds not invested as set forth in the preceding clause (a) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), at any one time shall not exceed 10a purchase price equal to 100% of Adjusted Consolidated Net Tangible Assetsthe aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. The Net Available Cash from Company must commence such Excess Proceeds Offer not later than 30 days after the expiration of the 12-month period following the Asset Sales Sale that produced Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of Notes acquired by the Company through purchase or redemption (other than pursuant to a Restricted Subsidiary may Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation. Each Excess Proceeds Offer shall be applied by conducted in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. The Company shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Company to make an Excess Proceeds Offer upon an Asset Sale or, if such Restricted SubsidiaryExcess Proceeds Offer is made, to pay for the extent Notes tendered for purchase. The Company shall, no later than 30 days following the Company or such Restricted Subsidiary elects (or expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer, if an Excess Proceeds Offer is required by the terms of any Senior Indebtedness this Indenture, by mailing to the Trustee and each Holder, at such Holder's last registered address, a notice, which shall govern the terms of the Company or a Restricted Subsidiary)Excess Proceeds Offer, to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.shall state:

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its the Restricted Subsidiaries of the Company to, consummate make any Asset Sale Disposition, unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of received from such Asset Sale Disposition is at least equal to the Fair Market Value of the Property subject to such Asset Sale and Capital Stock, property or other assets sold, (2ii) all at least 75% of the consideration paid to received from such Asset Disposition is in the form of Cash, Temporary Cash Investments or Marketable Equity Securities (the "75% Test"), provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption which are assumed by the purchaser of liabilities of the Company transferee, cancelled or satisfied in any Asset Disposition (other than liabilities that are incurred in connection with or in anticipation of such Asset Disposition) as a credit against the purchase price therefor shall be deemed to be Cash to the extent of the amount so credited for purposes of the 75% Test, and (iii) the Company applies, or causes its Restricted Subsidiaries to apply, 100% of the Net Proceeds from any Asset Disposition to an offer (a "Net Proceeds Offer") to purchase Notes outstanding having a Net Proceeds Offer Price at least equal to such Net Proceeds, such Net Proceeds Offer to commence on a date not later than 360 calendar days after the date of such Asset Disposition at a purchase price (the "Net Proceeds Offer Price") equal to 100% of the principal amount thereof, plus accrued interest thereon to the closing date of the Net Proceeds Offer (the "Net Proceeds Purchase Date"), except to the extent that such Net Proceeds have been applied either to (i) the permanent repayment of principal and interest on Senior Indebtedness or Indebtedness of the Restricted Subsidiary of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale Disposition or to (other than liabilities ii) the purchase of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), assets or businesses in each case the same line of business as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assetsassets incidental thereto. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, Notwithstanding anything to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest contrary in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Salethis Section 4.10, the Company is will not be required to make a Net Proceeds Offer with respect to any Net Proceeds from Asset Dispositions until the aggregate amount of Net Proceeds from Asset Dispositions in compliance with any period of 12 consecutive months which are not applied either to the Collateral requirements permanent repayment of principal and interest on Indebtedness (as described above) or to the purchase of assets or businesses (as described above), exceeds $10 million. For purposes of this IndentureSection 4.10, the principal amount of Notes for which a Net Proceeds Offer shall be made is referred to as the "Net Proceeds Offer Amount."

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all of the consideration paid to received by the Company or such Restricted Subsidiary in connection with is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments; provided that the amount of (a) any liabilities (as shown on the Company's or such Asset Sale is Restricted Subsidiary's most recent balance sheet or in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities notes thereto) of the Company or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities ), that are assumed by the transferee of any such assets, to the extent the creditors with respect thereto execute a written release of such liability, in favor of the Company or the Restricted Subsidiary, as applicable, and (b) any notes or other obligations received by the Company or such Restricted Subsidiary Guarantor from such transferee that made are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale (other than liabilities Sale, shall be deemed to be cash for purposes of a Subsidiary Guarantor that are by their terms subordinated this provision. In the event and to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided extent that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration Net Cash Proceeds received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary at Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any one time shall not period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by Assets (determined as of the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, date closest to the extent the Company or commencement of such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness 12-month period for which a consolidated balance sheet of the Company or a Restricted Subsidiaryand its Subsidiaries has been filed pursuant to Section 4.18), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) prepay, repay, redeem or purchase Senior within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiary; or Subsidiaries existing on the date of such investment and (ii) reinvest apply (no later than the end of the 12-month period referred to in Additional Assets clause (including by means i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of an Investment this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in Additional Assets by a Restricted Subsidiary with Net Available Cash received clause (i) of the preceding sentence and not applied as so required by the Company or another Restricted Subsidiary); provided that if end of such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locationsperiod shall constitute "Excess Proceeds". If, after giving effect as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to such Asset Salean Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company is must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate Accreted Value of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the Accreted Value of the Notes, plus, in compliance with each case, accrued interest (if any) to the Collateral requirements of this IndenturePayment Date.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate make any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (determined by the Company in good faith, as of the Property subject date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or disposed of in the Asset Sale and (2ii) all except (x) in the case of the consideration paid to the Company a Permitted Asset Swap or such Restricted Subsidiary in connection with (y) if such Asset Sale has a purchase price of less than $50.0 million, at least 75% of such consideration is in the form of cash, cash or Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or assets used or useful in the assumption by the purchaser of liabilities business of the Company Company; provided that for purposes of this covenant “cash” shall include (A) the amount of any liabilities (other than liabilities of the Company that are by their terms subordinated to the Notes) Notes or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities Guarantee) of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (as shown on the Company’s or is required such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the terms transferee in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of any Senior Indebtedness of such Asset Sale), but only to the extent that there is no further recourse to the Company or a Restricted Subsidiary)any of its Subsidiaries with respect to such liabilities and (B) any Designated Noncash Consideration having an aggregate fair market value that, to (i) prepaywhen taken together with all other Designated Noncash Consideration previously received and then outstanding, repay, redeem or purchase Senior Indebtedness does not exceed $50.0 million at the time of the Company or a Restricted Subsidiary; or 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). Notwithstanding clause (ii) reinvest above, (a) all or a portion of the consideration in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary connection with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if any such Asset Sale includes Oil may consist of all or substantially all of the assets or a majority of the Voting Stock of an existing television business, franchise or station (whether existing as a separate entity, subsidiary, division, unit or otherwise) or any related business used or useful in the Company’s business and Gas Properties (b) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to clause (ii) above; provided that, in the case of any of (a) or Proved and Probable Drilling Locations, (b) of this sentence after giving effect to any such Asset Sale and related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have occurred or be continuing; and (y) the Net Proceeds of any such Asset Sale, the Company is if any, are applied in compliance accordance with the Collateral requirements of this IndentureSection 4.14.

Limitation on Asset Sales. (a) The Company shall will not, and shall will ------------------------- not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all of the consideration paid to received by the Company or such Restricted Subsidiary in connection with such Asset Sale is in at least equal to the form fair market value of cash, the assets sold or disposed of and (ii) at least 75% of the consideration received consists of any combination of cash or Temporary Cash Equivalents, Liquid Securities, Exchanged Properties Investments or the assumption by the purchaser of liabilities unsubordinated Indebtedness of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities Indebtedness of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee)Restricted Subsidiary, in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company or such Restricted Subsidiary is irrevocably and its Restricted Subsidiaries shall be permitted unconditionally released from all liability under such Indebtedness. In the event and to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration extent that the Net Cash Proceeds received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary at Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any one time shall not period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by Assets (determined as of the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, date closest to the extent the Company or commencement of such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or a Restricted Subsidiaryprovided to the Trustee pursuant to Section 4.16), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) prepay, repay, redeem or purchase Senior within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a Person having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiary; or Subsidiaries existing on the date of such investment and (ii) reinvest apply (no later than the end of the 12-month period referred to in Additional Assets clause (including by means i)) such excess Net Cash Proceeds (to the extent not applied (or committed to be applied) pursuant to clause (i)) as provided in the following paragraph of an Investment this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in Additional Assets by a Restricted Subsidiary with Net Available Cash received clause (i) of the preceding sentence and not applied as so required by the Company or another Restricted Subsidiary); provided that if end of such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locationsperiod shall constitute "Excess Proceeds." If, after giving effect as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to such Asset Salean Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company is must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes on the relevant Payment Date, plus, in compliance with each case, accrued interest, if any, to the Collateral requirements of this IndenturePayment Date.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior repay Indebtedness of the Company or a Restricted Subsidiary; or under the Bank Credit Facility, (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) or (iii) purchase Notes or purchase both Notes and one or more series or issues of other Senior Indebtedness on a pro rata basis (excluding Notes and Senior Indebtedness owned by the Company or an Affiliate of the Company); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect . Pending any reinvestment pursuant to such Asset Saleclause (ii) in the preceding sentence, the Company is in compliance with may temporarily prepay, repay or purchase Senior Indebtedness of the Collateral requirements of this IndentureCompany or a Subsidiary Guarantor.

Limitation on Asset Sales. (a) The Company shall not, and ------------------------- shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all of the consideration paid to received by the Company or such Restricted Subsidiary in connection (including any Released Indebtedness and including by way of relief from or by any other Person assuming responsibilities for any liabilities other than Indebtedness ("Released Liabilities")) is at least equal to the fair market -------------------- value of the assets sold or disposed of; provided that this clause (i) shall not apply to any sale, transfer or other disposition arising from foreclosure, condemnation or similar action with such Asset Sale is in respect to any assets and (ii) at least 75% of the form consideration received (including any Released Indebtedness and Released Liabilities) consists of cash, Temporary Cash Equivalents, Liquid Securities, Exchanged Properties Investments or Released Indebtedness and Released Liabilities. In the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated event and to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided extent that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration Net Cash Proceeds received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary at Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any one time shall not period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible AssetsAssets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Trustee pursuant to Section 3.18), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 3.10. The amount of such excess Net Available Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." --------------- If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 3.10 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from Asset Sales the Holders (and if required by the terms of any Indebtedness that is pari passu with the Notes ("Pari Passu Indebtedness"), from the holders of ----------------------- such Pari Passu Indebtedness) on a pro rata basis an aggregate Accreted Value of Notes (and principal amount of Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the Accreted Value of the Notes on the relevant Payment Date (and 100% of the principal amount of Pari Passu Indebtedness), plus, in each case, accrued interest (if any) to the Payment Date. To the extent that the Accreted Value of the Notes tendered pursuant to an Offer to Purchase is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes not prohibited by, and in accordance with, this Indenture. Upon completion of such Offer to Purchase, the amount of Excess Proceeds shall be reset to zero. For purposes of the first paragraph of this Section 3.10, securities received by the Company or a any Restricted Subsidiary may be applied in any Asset Sale that are converted by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if into cash within 90 days after such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect shall be deemed to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenturebe cash.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate make any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors as evidenced by a resolution of the Property Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets subject to such Asset Sale and Sale, (2ii) all at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with for such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes or any Guarantee of the Notes) or liabilities that are assumed by the transferee of any Subsidiary Guarantor such assets (provided, that made following such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated there is no further recourse to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries with respect to such liabilities), and (iii) within 12 months of such Asset Sale, the Net Proceeds thereof are (a) invested in assets related to the business of the Company or its Restricted Subsidiaries, or (b) used to repay, purchase or otherwise acquire Indebtedness under the New Credit Facility or (c) to the extent not used as provided in clause (a) or (b), applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); provided, that if the amount of Net Proceeds from any Asset Sale not invested or used pursuant to clause (a) or (b) above is less than $5.0 million, the Company shall not be permitted required to receive Property other than Permitted Consideration, so long as make an offer pursuant to clause (c) until the aggregate Fair Market Value amount of Excess Proceeds from all such Property other than Permitted Consideration received from Asset Sales since exceeds $5.0 million. Pending the 2009 Notes Issue Date and held final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the New Credit Facility or temporarily invest such Net Proceeds in Cash Equivalents. For the purposes of this covenant, the following are deemed to be cash: (y) securities received by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied transferee that are promptly converted by the Company or such Restricted Subsidiary, Subsidiary into cash and (z) assets related to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness business of the Company or a its Restricted Subsidiary), to Subsidiaries received in an exchange of assets transaction; provided that (i) prepayin the event such exchange of assets transaction or series of related exchange of assets transactions (each an "Exchange Transaction") involves an aggregate value in excess of $2.5 million, repay, redeem or purchase Senior Indebtedness the terms of such Exchange Transaction shall have been approved by a majority of the Company or a Restricted Subsidiary; or disinterested members of the Board of Directors, (ii) reinvest in Additional Assets (including by means the event such Exchange Transaction involves an aggregate value in excess of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale$5.0 million, the Company is shall have received a written opinion from a nationally recognized independent investment banking firm that the Company has received consideration equal to the fair market value of the assets disposed of and (iii) any assets to be received shall be comparable to those being exchanged as determined in compliance with good faith by the Collateral requirements Board of this IndentureDirectors. The amount of Net Proceeds not invested, used or applied as set forth in the preceding clauses (a) and (b) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), at a purchase price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. The Company must commence such Excess Proceeds Offer not later than 30 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate purchase price for

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalentscash equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the NotesCompany Guarantee) or liabilities of any Restricted Subsidiary Guarantor that made such Asset Sale (other than liabilities of a the Issuer that are by their terms subordinated to the Securities or liabilities of any Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s 's Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”"PERMITTED CONSIDERATION"); provided PROVIDED, HOWEVER, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any and the Restricted Subsidiary Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Issuer, the Company or a Restricted SubsidiarySubsidiary Guarantor), to (i) prepay, repay, redeem repay or purchase Senior Indebtedness of the Issuer, the Company or a Restricted Subsidiary; Subsidiary Guarantor (in each case excluding Indebtedness owed to the Company or an Affiliate of the Company other than Indebtedness owed by the Issuer to 611852 Saskatchewan Ltd. pursuant to the Canadian Forest Credit Facility), (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil ) or (iii) purchase Securities or purchase both Securities and Gas Properties one or Proved more series or issues of other Pari Passu Indebtedness on a pro rata basis (excluding Securities and Probable Drilling Locations, after giving effect to such Asset Sale, Pari Passu Indebtedness owned by the Company is in compliance with or an Affiliate of the Collateral requirements of this IndentureCompany).

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate make any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors as evidenced by a resolution of the Property Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets subject to such Asset Sale and Sale, (2ii) all at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with for such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the NotesNotes or any Guarantee) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are assumed by their terms subordinated the transferee of such assets (provided, that there is no further recourse to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries with respect to such The amount of Net Proceeds not invested as set forth in the preceding clause (a) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall be permitted offer to receive Property other than Permitted Considerationpurchase Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), so long as at a purchase price equal to 100% of the aggregate Fair Market Value principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. The Company must commence such Excess Proceeds Offer not later than 30 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all such Property other than Permitted Consideration received from Asset Sales since Notes tendered pursuant to the 2009 Excess Proceeds Offer. The principal amount of Notes Issue Date and held to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of Notes acquired by the Company through purchase or any Restricted Subsidiary at any one time shall not exceed 10% redemption (other than pursuant to a Change of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, Control Offer) subsequent to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness date of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect surrendered to such Asset Sale, the Company is Trustee for cancellation. Each Excess Proceeds Offer shall be conducted in compliance with all applicable laws, including without limitation, Regulation 14E of the Collateral requirements of this Indenture.Exchange

Limitation on Asset Sales. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness included among the Senior Facility Obligations or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” On any date that the aggregate amount of Excess Proceeds under this Indenture exceeds $1 million (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any an “Asset Sale unless (1) Offer Trigger Date”), the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time will be required to make an offer to all Holders of such Notes issued under this Indenture (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness ranking pari passu and equally and ratably secured with such Notes (“Other Indebtedness”), such Other Indebtedness on a pro rata basis with the Notes that may be purchased out of the Excess Proceeds, at least a purchase price in cash in an amount equal to the Fair Market Value 100% of the Property principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of purchase in accordance with the procedures set out in this Indenture. To the extent that the aggregate amount of Notes (and any Other Indebtedness subject to such Asset Sale and (2Offer) all of tender pursuant to such Asset Sale Offer is less than the consideration paid Excess Proceeds, the Company may, subject to the Company or such Restricted Subsidiary other terms of this Indenture, use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with such any Asset Sale is in Offer exceeds the form amount of cashExcess Proceeds, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated Trustee shall select Notes to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of be purchased on a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”)pro rata basis; provided that the Company and its Restricted Subsidiaries no Note shall be permitted to receive Property other repurchased in part if the remaining balance thereof would be less than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets$1,000. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness Upon completion of the Company or a Restricted Subsidiary), offer to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Salemade under this Indenture, the Company is in compliance with amount of Excess Proceeds that was the Collateral requirements subject of this Indenturesuch offer to purchase shall be reset at zero.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the consideration received by the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all assets sold or disposed of; PROVIDED that the aggregate Fair Market Value of the consideration paid to the Company or such Restricted Subsidiary in connection with such received from any Asset Sale that is not in the form of cashcash or Temporary Cash Investments shall not, Cash Equivalents, Liquid Securities, Exchanged Properties or when aggregated with the assumption Fair Market Value of all other non-cash consideration received by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of from all such Property other than Permitted Consideration received from previous Asset Sales since the 2009 Notes Issue Closing Date that have not, prior to such date, been converted to cash or Temporary Cash Investments, exceed five percent of the Adjusted Consolidated Net Tangible Assets of the Company at the time of the Asset Sale under consideration; and held PROVIDED, FURTHER that, with respect to any Asset Sales to Affiliates, the Company receives consideration consisting of no less then 85% cash or Temporary Cash Investments and (ii) the Company delivers to the Trustee an Officers' Certificate certifying that such Asset Sale complies with clause (i). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceeds 5% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries have been filed pursuant to Section 4.7), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 5% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds permanently to repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary at providing a Subsidiary Guarantee pursuant to Section 4.11 or Indebtedness of any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in capital assets of a nature or type or that are used in a business (or in a Company having capital assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiary may be applied Subsidiaries existing on the date of such investment (as determined in good faith by the Company or Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve month period referred to in clause (i)) such Restricted Subsidiary, Excess Cash Proceeds (to the extent not applied to clause (i)) as provided in the Company or following paragraph of this Section 4.13. The amount of such Restricted Subsidiary elects excess Net Cash Proceeds required to be applied (or is to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the terms end of such period shall constitute "Excess Proceeds." If, as of the first day of any Senior Indebtedness calendar month, the aggregate amount of the Company or a Restricted Subsidiary), Excess Proceeds not theretofore subject to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect Offer to such Asset SalePurchase pursuant to this Section 4.13 totals at least $5.0 million, the Company is must commence not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the Relevant Date equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes on the relevant Payment Date, plus, in compliance with each case, accrued interest (if any) to the Collateral requirements of this IndenturePayment Date.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness to the Company or any Restricted Subsidiary), PROVIDED that 35 the Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of additional Indebtedness pursuant to Section 4.07 hereof and (ii) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration assets at the time of such Permitted Asset Sale Swap of a value at least equal to the Fair Market Value fair market value of the Property subject assets or other property sold or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction contemplated thereby). Within twelve months after the receipt of any Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to such Asset Sale and (2) all Net Cash Proceeds to permanently repay Senior Indebtedness of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (or Indebtedness of any other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee)Restricted Subsidiary, in each case as owing to a result of which Person other than the Company or any of its Restricted Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)(B)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.15. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall be permitted to receive Property other than Permitted Considerationconstitute "Excess Proceeds." If, so long as of the first day of any calendar month, the aggregate Fair Market Value amount of all Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.15 totals at least $10.0 million (or at least $25.0 million in the event that at such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by time there is no Indebtedness of the Company or any its Restricted Subsidiary at any one time shall not exceed 10% Subsidiaries outstanding that is PARI PASSU with or subordinated in right of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by payment to the Notes with a comparable limitation of less than $25.0 million), the Company or a Restricted Subsidiary may be applied by must commence, not later than the Company or fifteenth Business Day of such Restricted Subsidiarymonth, and consummate an Offer to Purchase from the extent the Company or such Restricted Subsidiary elects Holders (or is and if required by the terms of any Senior Indebtedness that is PARI PASSU with the Notes ("Pari Passu Indebtedness"), from the holders of such Pari Passu Indebtedness) on a PRO RATA basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the Company principal amount thereof, plus, in each case, accrued interest and Additional or a Restricted Subsidiary)Special Interest, if any, to (i) prepaythe Payment Date. If the aggregate principal amount of Notes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, repaythe Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Upon the completion of any such Offers to Purchase, redeem or purchase Senior Indebtedness regardless of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means amount of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset SaleNotes validly tendered, the Company is in compliance with the Collateral requirements amount of this IndentureExcess Proceeds shall be reset to zero.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property shares and assets subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalentscash equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or Securities), liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s 's Subsidiary Guarantee)Guaranty) or liabilities of any Restricted Subsidiary that made such Asset Sale and which is not a Subsidiary Guarantor, in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“"Permitted Consideration”"); provided provided, however, that the Company and its -------- ------- Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 107.5% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalentscash equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the NotesSecurities) or liabilities of any Restricted Subsidiary Guarantor that made such Asset Sale (other than liabilities of a any Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s 's Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”"PERMITTED CONSIDERATION"); provided PROVIDED, HOWEVER, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any and the Restricted Subsidiary Subsidiaries at any one time shall not exceed 1010.0% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company Company, such Restricted Subsidiary or such another Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or a Subsidiary Guarantor or any Indebtedness of a Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor (in each case excluding Indebtedness owed to the Company or an Affiliate of the Company); or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil ) or (iii) purchase Securities or purchase both Securities and Gas Properties one or Proved more series or issues of other Pari Passu Indebtedness on a pro rata basis (excluding Securities and Probable Drilling Locations, after giving effect to such Asset Sale, Pari Passu Indebtedness owned by the Company is in compliance with or an Affiliate of the Collateral requirements of this IndentureCompany).

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash EquivalentsPermitted Short-Term Investments, Exchanged Properties, Liquid Securities, Exchanged Properties Securities or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or Securities), liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s 's Subsidiary GuaranteeGuaranty), or liabilities of any Restricted Subsidiary that made such Asset Sale and which is not a Subsidiary Guarantor, in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“"Permitted Consideration”"); provided provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted ConsiderationConsideration if, so long as after giving pro forma effect to such Asset Sale, the aggregate Fair Market Value (evaluated at the time of such Asset Sale) of all such Property other than Permitted Consideration received from Asset Sales since made after the 2009 Notes Series A Issue Date and Date, which Property is held by the Company or any Restricted Subsidiary at any one the time of such Asset Sale, shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Sale after the Issue Date unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all (A) at least 80% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties cash or cash equivalents or (B) the assumption consideration paid to the Company or such Restricted Subsidiary is determined in good faith by the purchaser Board of liabilities Directors of Parent and the Company (other than liabilities of the Company that are Company, as evidenced by their terms subordinated a Board Resolution, to be substantially comparable in type to the Notesassets being sold; PROVIDED, HOWEVER, this clause (ii) shall not apply to (1) any sales of property or liabilities equipment that have become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at Subsidiary, as the case may be and (2) any one time shall not exceed 10% sales of Adjusted Consolidated Net Tangible AssetsCapital Stock of AULP on terms that are otherwise deemed fair to the Company and its Subsidiaries in the reasonable business judgment of the Board of Directors of Parent and the Company, as evidenced by a Board Resolution. The Net Available Cash (or any portion thereof) from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such a Restricted Subsidiary, (A) to prepay, repay or purchase Indebtedness under the extent Credit Facility or Indebtedness of a Restricted Subsidiary (excluding Indebtedness owed to the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness an Affiliate of the Company or a Restricted SubsidiaryCompany), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (iiB) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if . Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within one year from the date of such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to the receipt of such Asset SaleNet Available Cash shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an offer to purchase (the "Prepayment Offer") the Notes, and any other Indebtedness, if any, that ranks PARI PASSU with the Notes and contains similar provisions requiring an Asset Sale prepayment offer, on a pro rata basis, at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon (if any) to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in paragraph (b) below (or, in the event of Indebtedness that is discounted, at a price of the then accreted value thereof); PROVIDED, HOWEVER, if any other such Indebtedness that ranks PARI PASSU with the Notes does not contain similar Asset Sale prepayment offer provisions with regard to the pro rata repayment of such other Indebtedness and the Notes, the Company will be required to purchase the Notes before purchasing any other such Indebtedness from such Excess Proceeds. If the aggregate principal amount of Notes surrendered for purchase by holders thereof exceeds the amount of Excess Proceeds allocated to the Notes, then the Trustee shall select the Notes to be purchased pro rata according to principal amount or by lot with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased. To the extent that any portion of the amount of Net Available Cash remains after compliance with the Collateral requirements preceding sentence and, PROVIDED that all holders of Notes have been given the opportunity to tender their Notes for purchase as described in the following paragraph in accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining amount for general corporate purposes and the amount of Excess Proceeds will be reset to zero.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate make any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors as evidenced by a resolution of the Property Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets subject to such Asset Sale and Sale, (2ii) all at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with for such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the New Notes or any Guarantee of the New Notes) or liabilities that are assumed by the transferee of any Subsidiary Guarantor such assets (provided, that made following such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated there is no further recourse to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries with respect to such liabilities), and (iii) within 12 months of such Asset Sale, the Net Proceeds thereof are (a) invested in assets related to the business of the Company or its Restricted Subsidiaries, or (b) used to repay, purchase or otherwise acquire Indebtedness under the Senior Credit Facility or (c) to the extent not used as provided in clause (a) or (b), applied to make an offer to purchase New Notes as described below (an "Excess Proceeds Offer"); provided, that if the amount of Net Proceeds from any Asset Sale not invested or used pursuant to clause (a) or (b) above is less than $5.0 million, the Company shall not be permitted required to receive Property other than Permitted Consideration, so long as make an offer pursuant to clause (c) until the aggregate Fair Market Value amount of Excess Proceeds from all such Property other than Permitted Consideration received from Asset Sales since exceeds $5.0 million. Pending the 2009 Notes Issue Date and held final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness under the Senior Credit Facility or temporarily invest such Net Proceeds in Cash Equivalents. For the purposes of this covenant, the following are deemed to be cash: (y) securities received by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied transferee that are promptly converted by the Company or such Restricted SubsidiarySubsidiary into cash and (z) assets related to the business of the Company or its Restricted Subsidiaries received in an exchange of assets transaction; provided that (i) in the event such exchange of assets transaction or series of related exchange of assets transactions (each an "Exchange Transaction") involves an aggregate value in excess of $2.5 million, the terms of such Exchange Transaction shall have been approved by a majority of the disinterested members of the Board of Directors, (ii) in the event such Exchange Transaction involves an aggregate value in excess of $5.0 million, the Company shall have received a written opinion from a nationally recognized independent investment banking firm that the Company has received consideration equal to the fair market value of the assets disposed of and (iii) any assets to be received shall be comparable to those being exchanged as determined in good faith by the Board of Directors. The amount of Net Proceeds not invested, used or applied as set forth in the preceding clauses (a) and (b) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase New Notes having an aggregate principal amount equal to the Excess Proceeds (the "Purchase Amount"), at a purchase price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the extent purchase date. The Company must commence such Excess Proceeds Offer not later than 30 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate purchase price for the New Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes, including Preferred Stock Purchases. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the New Notes or portions thereof tendered, pro rata or by such Restricted Subsidiary elects other method as may be required by law, or, if less than the Purchase Amount has been tendered, all New Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of New Notes to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of New Notes acquired by the Company through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation. Each Excess Proceeds Offer shall be conducted in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. The Company shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer, if an Excess Proceeds Offer is required by the terms of any Senior Indebtedness this Indenture, by mailing to the Trustee and each Holder, at such Holder's last registered address, a notice, which shall govern the terms of the Excess Proceeds Offer, and shall state: that the Excess Proceeds Offer is being made pursuant to this Section 4.10, the principal amount of New Notes which shall be accepted for payment and that all New Notes validly tendered shall be accepted for payment on a pro rata basis; the purchase price and the date of purchase; that any New Notes not tendered or accepted for payment pursuant to the Excess Proceeds Offer shall continue to accrue interest and Liquidated Damages, if any; that, unless the Company or a Restricted Subsidiary)defaults in the payment of the purchase price with respect to any New Notes tendered, New Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest and Liquidated Damages, if any, after the Excess Proceeds Payment Date; that Holders electing to have New Notes purchased pursuant to an Excess Proceeds Offer shall be required to surrender their New Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the New Note completed, to the Company prior to the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date; that Holders shall be entitled to withdraw their election if the Company receives, not later than the close of business on the second Business Day preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of New Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such New Notes purchased; that if the aggregate purchase price of the New Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes, including Preferred Stock Repurchases. that Holders whose New Notes are purchased only in part shall be issued New Notes representing the unpurchased portion of the Notes surrendered; provided that each New Note purchased and each new New Note issued shall be in principal amount of $1,000 or whole multiples thereof; and the instructions that Holders must follow in order to tender their New Notes. On or before the Excess Proceeds Payment Date, the Company shall (i) prepayaccept for payment on a pro rata basis the New Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets deposit with the Paying Agent money sufficient to pay the purchase price of all New Notes or portions thereof so accepted and (including by means of iii) deliver to the Trustee the New Notes so accepted, together with an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by Officers' Certificate stating that the New Notes or portions thereof tendered to the Company or another Restricted Subsidiary); provided that if are accepted for payment. The Paying Agent shall promptly mail to each Holder of New Notes so accepted payment in an amount equal to the purchase price of such Asset Sale includes Oil New Notes, and Gas Properties or Proved the Trustee shall promptly authenticate and Probable Drilling Locations, after giving effect mail to such Asset SaleHolders new New Notes equal in principal amount to any unpurchased portion of the New Note surrendered. The Company shall make a public announcement of the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For the purposes of this Section 4.10, the Company is in compliance with Trustee shall act as the Collateral requirements of this IndenturePaying Agent."

Limitation on Asset Sales. (a) The Company shall Borrower will not, and shall will not permit ------------------------- any of its Restricted Subsidiaries to, consummate any an Asset Sale unless (1i) Borrower (or the Company or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value as determined in good faith by Borrower (evidenced by a resolution of the Property subject Board of Directors set forth in an Officers' Certificate delivered to such the Senior Subordinated Note Trustee with respect to any Asset Sale determined to have a value greater that $25.0 million) of the assets or Equity Interests issued or sold or otherwise disposed of and (2ii) all except in the case of Assets Held for Sale, at least 75% of the consideration paid to the Company therefor received by Borrower or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Equivalents or Marketable Securities, Exchanged Properties ; provided that the following amounts shall be deemed to be -------- cash: (w) any liabilities (as shown on Borrower's or the assumption by the purchaser such Subsidiary's most recent balance sheet) of liabilities of the Company Borrower or any Subsidiary (other than contingent liabilities of the Company and liabilities that are by their terms subordinated to the NotesSenior Subordinated Notes or any guarantee thereof) or liabilities that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Borrower or such Subsidiary Guarantor from further liability, (x) any securities, notes or other obligations received by Borrower or any such Subsidiary from such transferee that made are contemporaneously (subject to ordinary settlement periods) converted by Borrower or such Subsidiary into cash (to the extent of the cash received), (y) any Designated Noncash Consideration received by Borrower or any of its Subsidiaries in such Asset Sale; provided that the aggregate fair market -------- value (as determined above) of such Designated Noncash Consideration, taken together with the fair market value at the time of receipt of all other Designated Noncash Consideration received pursuant to this clause (y) less the amount of Net Proceeds previously realized in cash from prior Designated Noncash Consideration is less than 5% 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) and (z) Additional Assets received in an exchange of assets transaction. Within 360 days after the receipt of any cash Net Proceeds from an Asset Sale, Borrower or such Subsidiary, at its option, may apply such cash Net Proceeds, at its option, (a) to repay Indebtedness of Borrower or any Subsidiary that is not subordinated in right of payment to the Senior Subordinated Notes or to repay debt under one or more Credit Facilities and, if such debt is revolving debt, to effect a corresponding commitment reduction thereunder, (b) to the acquisition of all or a portion of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other assets or Investments that are used or useful in a Permitted Business or (c) to apply the cash Net Proceeds from such Asset Sale to an Investment in Additional Assets. To the extent all or part of the Net Cash Proceeds of any Asset Sale are not applied within 360 days of such Asset Sale (other than liabilities of each such 360th day, a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee"Trigger Date") as described in clause (i), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets or (including by means iii) of an Investment in Additional Assets by a Restricted Subsidiary with the immediately ------------ preceding paragraph (such Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset SaleProceeds, the Company is in compliance "Unutilized Net Cash ------------------- Proceeds"), Borrower shall comply with the Collateral requirements of this IndentureSection 2.09(iv).

Limitation on Asset Sales. (a) The Company shall will not, and shall will ------------------------- not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all of the consideration paid to received by the Company or such Restricted Subsidiary in connection with is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments; provided that the amount of (a) any liabilities (as shown on the Company's or such Asset Sale is Restricted Subsidiary's most recent balance sheet or in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities notes thereto) of the Company or any Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities ), that are assumed by the transferee of any such assets, to the extent the creditors with respect thereto execute a written release of such liability, in favor of the Company or the Restricted Subsidiary, as applicable, and (b) any notes or other obligations received by the Company or such Restricted Subsidiary Guarantor from such transferee that made are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale (other than liabilities Sale, shall be deemed to be cash for purposes of a Subsidiary Guarantor that are by their terms subordinated this provision. In the event and to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided extent that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration Net Cash Proceeds received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary at Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any one time shall not period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by Assets (determined as of the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, date closest to the extent the Company or commencement of such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness 12-month period for which a consolidated balance sheet of the Company or a Restricted Subsidiaryand its Subsidiaries has been filed pursuant to Section 4.18), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) prepay, repay, redeem or purchase Senior within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiary; or Subsidiaries existing on the date of such investment and (ii) reinvest apply (no later than the end of the 12-month period referred to in Additional Assets clause (including by means i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of an Investment this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in Additional Assets by a Restricted Subsidiary with Net Available Cash received clause (i) of the preceding sentence and not applied as so required by the Company or another Restricted Subsidiary); provided that if end of such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locationsperiod shall constitute "Excess Proceeds". --------------- If, after giving effect as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to such Asset Salean Offer to Purchase pursuant to this Section 4.11 totals at least $10 million, the Company is must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate Accreted Value of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the Accreted Value of the Notes, plus, in compliance with each case, accrued interest (if any) to the Collateral requirements of this IndenturePayment Date.

Limitation on Asset Sales. (a) The Company shall Wise Intermediate Holdings will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the Company consideration received by Wise Intermediate Holdings or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the Fair Market Value of the Property subject to such Asset Sale and assets sold or disposed of, (2ii) all at least 75% of the consideration paid received consists of (A) cash or Temporary Cash Investments, (B) the assumption or discharge of unsubordinated Indebtedness of Wise Intermediate Holdings or any Restricted Subsidiary or other liabilities of Wise Intermediate Holdings or a Restricted Subsidiary (in each case, other than Indebtedness or other liabilities owed to the Company Wise Intermediate Holdings or any Affiliate of Wise Intermediate Holdings), provided that Wise Intermediate Holdings or such Restricted Subsidiary is irrevocably and unconditionally released or discharged from all liability under such Indebtedness or other liabilities, (C) Replacement Assets, or (D) Designated Non-cash Consideration received by Wise Intermediate Holdings or any of its Restricted Subsidiaries in connection with such Asset Sale is having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received since the Closing Date pursuant to this clause (D) not to exceed $15.0 million (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 the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guaranteevalue), plus net reductions in each case any such Designated Non-cash Consideration as a result of which sales, repayments, dispositions or other amortizations for cash, in an amount not to exceed the Company lesser of (x) the amount of cash received, less the cost of disposition, and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that y) the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property Designated Non-cash Consideration at the time received. For purposes of this provision, any securities, notes or other than Permitted Consideration obligations received from Asset Sales since the 2009 Notes Issue Date and held by the Company Wise Intermediate Holdings or any such Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales that are converted by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company Wise Intermediate Holdings or such Restricted Subsidiary elects into cash within 180 days after receipt (or is required by to the terms of any Senior Indebtedness extent of the Company or a Restricted Subsidiary), cash received in such conversion) shall be deemed to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenturebe cash.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalentscash equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the NotesSecurities) or liabilities of any Restricted Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s 's Subsidiary GuaranteeGuaranty), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“"Permitted Consideration”"); provided provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 1010.0% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company Company, such Restricted Subsidiary or such another Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted SubsidiarySubsidiary Guarantor), to (i) prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or a Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary; Subsidiary that is not a Subsidiary Guarantor (in each case excluding Indebtedness owed to the Company or an Affiliate of the Company), (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) or (iii) purchase Securities or purchase both Securities and one or more series or issues of other Pari Passu Indebtedness on a pro rata basis (excluding Securities and Pari Passu Indebtedness owned by the Company or an Affiliate of the Company); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect . Pending any reinvestment pursuant to such Asset Saleclause (ii) above, the Company is in compliance with may temporarily prepay, repay or purchase Senior Indebtedness of the Collateral requirements of this IndentureCompany or a Subsidiary Guarantor.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate make any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (determined by the Company in good faith as of the Property subject date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or disposed of in the Asset Sale and (2ii) all except (x) in the case of the consideration paid to the Company a Permitted Asset Swap or such Restricted Subsidiary in connection with (y) if such Asset Sale has a purchase price of less than $50.0 million, at least 75% of such consideration is in the form of cash, cash or Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or assets used or useful in the assumption by the purchaser of liabilities business of the Company Company; provided that for purposes of this Section 4.14 “cash” shall include (A) the amount of any liabilities (other than liabilities of the Company that are by their terms subordinated to the Notes) Notes or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities Guarantee) of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (as shown on the Company’s or is required such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the terms transferee in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of any Senior Indebtedness of such Asset Sale), but only to the extent that there is no further recourse to the Company or a Restricted Subsidiary)any of its Subsidiaries with respect to such liabilities and (B) any Designated Noncash Consideration having an aggregate fair market value that, to (i) prepaywhen taken together with all other Designated Noncash Consideration previously received and then outstanding, repay, redeem or purchase Senior Indebtedness does not exceed $50.0 million at the time of the Company or a Restricted Subsidiary; or 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). Notwithstanding clause (ii) reinvest above, (a) all or a portion of the consideration in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary connection with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if any such Asset Sale includes Oil may consist of all or substantially all of the assets or a majority of the Voting Stock of an existing television or radio business, franchise or station or digital business (whether existing as a separate entity, subsidiary, division, unit or otherwise) or any related business used or useful in the Company’s business and Gas Properties (b) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to clause (ii) above; provided that, in the case of any of (a) or Proved and Probable Drilling Locations, (b) of this sentence after giving effect to any such Asset Sale and related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have occurred or be continuing; and (y) the Net Proceeds of any such Asset Sale, the Company is if any, are applied in compliance accordance with the Collateral requirements of this IndentureSection 4.14.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalentscash equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the NotesSecurities) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s 's Subsidiary GuaranteeGuaranty), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“"Permitted Consideration”"); provided provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.10.0

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1i) the consideration received by the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the Fair Market Value of the Property subject to such Asset Sale and assets sold or disposed of, (2ii) all at least 75% of the consideration paid received consists of (A) cash or Temporary Cash Investments, (B) the assumption or discharge of unsubordinated Indebtedness of the Company or any Restricted Subsidiary or other liabilities of the Company or a Restricted Subsidiary (in each case, other than Indebtedness or other liabilities owed to the Company or any Affiliate of the Company), provided that the Company or such Restricted Subsidiary in connection with is irrevocably and unconditionally released or discharged from all liability under such Asset Sale is in the form of cashIndebtedness or other liabilities, Cash Equivalents(C) Replacement Assets, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the NotesD) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Designated Non-cash Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received since the Closing Date pursuant to this clause (D) not to exceed $15.0 million (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), plus net reductions in any one such Designated Non-cash Consideration as a result of sales, repayments, dispositions or other amortizations for cash, in an amount not to exceed the lesser of (x) the amount of cash received, less the cost of disposition, and (y) the Fair Market Value of such Designated Non-cash Consideration at the time received and (iii) (A) if such Asset Sale involves the disposition of Noteholder Priority Collateral or, after the Discharge of ABL Obligations, the disposition of ABL Priority Collateral, the Net Cash Proceeds thereof shall not exceed 10% be paid directly by the purchaser of Adjusted Consolidated the Collateral to the Collateral Agent for deposit into the Collateral Account pending application in accordance with the provisions described below, and, if any property other than cash or Temporary Cash Investments is included in such Net Tangible Cash Proceeds, substantially all of such property shall be made subject to the Note Liens and (B) if, after the Discharge of Rexam Obligations, such Asset Sale involves the disposition of any Specified Mill Assets, the Net Cash Proceeds thereof shall be paid directly by the purchaser of such Specified Mill Assets to the Collateral Agent for deposit into the Collateral Account pending application in accordance with the provisions described below, and, if any property other than cash or Temporary Cash Investments is included in such Net Cash Proceeds (after Discharge of Rexam Obligations), substantially all of such property shall be made subject to the Note Liens. The Net Available Cash from Asset Sales For purposes of this provision, any securities, notes or other obligations received by the Company or a any such Restricted Subsidiary may be applied that are converted by the Company or such Restricted Subsidiary, Subsidiary into cash within 180 days after receipt (to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), cash received in such conversion) shall be deemed to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenturebe cash.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale unless (1i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property assets and property subject to such Asset Sale and (2ii) all at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties Properties, Drilling Expense Commitments or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities of a Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities liabilities, or any combination of the foregoing (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property assets and property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property assets and property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Escrow Release Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.

Limitation on Asset Sales. (a) The Company shall not, and shall not permit So long as any of its Restricted Subsidiaries tothe X-TRAS are outstanding, consummate the Issuer may not sell, transfer or otherwise dispose of any Asset Sale unless (1) property or assets of the Company or such Restricted Issuer, including Capital Stock of any Consolidated Subsidiary, as in one transaction or a series of transactions in an amount which exceeds $50,000,000 (an "Asset Sale") unless the case may be, receives consideration at the time of such Asset Sale at least Issuer shall (i) apply an amount equal to the Fair Market Value of the Property subject such excess Net Cash Proceeds to such Asset Sale and (2) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Notes) or liabilities of any Subsidiary Guarantor that made such Asset Sale (other than liabilities permanently repay Indebtedness of a Consolidated Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities (“Permitted Consideration”); provided that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such Property other than Permitted Consideration received from Asset Sales since the 2009 Notes Issue Date and held by the Company or any Restricted Subsidiary at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay, redeem or purchase Senior Indebtedness of Issuer which is pari passu with the Company or a Restricted Subsidiary; X-TRAS or (ii) reinvest invest an equal amount not so used in Additional Assets clause (including by means i) in property or assets of related business within 24 months after the date of the Asset Sale (the "Application Period") or (iii) apply such excess Net Cash Proceeds not so used in (i) or (ii) (the "Excess Proceeds") to make an Investment offer (the "Excess Proceeds Offer"), within 30 days after the end of the Application Period, to purchase (the "Excess Proceeds Repurchase") from the Holders on a pro rata basis an aggregate principal amount of X-TRAS on the Excess Proceeds Purchase Date (as defined herein) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the X- TRAS on the Excess Proceeds Purchase Date and unpaid interest, if any, to such date (the "Excess Proceeds Repurchase Price") plus (in Additional Assets by a Restricted Subsidiary the aggregate with Net Available Cash received all other X-TRAS repurchased pursuant to such Excess Proceeds Offer) the ISDA Amount, if any, as of the Excess Proceeds Purchase Date as determined by the Company or another Restricted Subsidiary); provided that if Extension Option Buyer as of such Asset Sale includes Oil date and Gas Properties or Proved and Probable Drilling Locations, after giving effect notified to such Asset Salethe Issuer, the Company is in compliance with Indenture Trustee and the Collateral requirements Pass Through Trustee by 10 a.m., New York City time, on such date. The Notional Amount used to determine the ISDA Amount shall be equal to the aggregate principal amount of this IndentureX-TRAS tendered for repurchase and not withdrawn. The Issuer shall only be required to make an offer to purchase X-TRAS from Holders pursuant to subsection (iii) if the Excess Proceeds equal or exceed $25,000,000 at any given time.

Limitation on Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale Sale, unless (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and (2) all of the consideration paid to received by the Company or such Restricted Subsidiary in connection is at least equal to the fair market value of the assets sold or disposed of; provided that this clause (1) shall not apply to any sale, transfer or other disposition arising from foreclosure, condemnation or similar action with such Asset Sale is in respect to any assets or any dispositions required by law or regulatory authority, and (2) at least 75% of the form consideration received consists of cash(a) cash or Temporary Cash Investments, Cash Equivalents, Liquid Securities, Exchanged Properties or (b) the assumption by of unsubordinated Indebtedness or liabilities (other than contingent liabilities and liabilities that are subordinated to the purchaser of liabilities Notes or any Subsidiary Guarantee) of the Company or any Subsidiary Guarantor or Indebtedness or liabilities (other than contingent liabilities) of any other Restricted Subsidiary (in each case, other than Indebtedness or liabilities owed to the Company or any Affiliate of the Company that are by their terms subordinated to the NotesCompany) or liabilities of any Subsidiary Guarantor that made such Asset Sale (c) Replacement Assets (other than liabilities of a Investments in any Person), provided that the Company, such Subsidiary Guarantor that are by their terms subordinated to or such other Restricted Subsidiary Guarantor’s Subsidiary Guarantee), in each case as a result of which the Company is irrevocably and its remaining Restricted Subsidiaries are no longer liable for unconditionally released from all liability under such liabilities (“Permitted Consideration”)Indebtedness or liabilities; provided that the Company and its Restricted Subsidiaries shall be may receive consideration in amounts in excess of that permitted in clause (2) (the "Excess Non-Liquid Consideration"), to receive Property other than Permitted Consideration, so long as the extent that the aggregate Fair Market Value fair market value of all such Property other than Permitted Excess Non-Liquid Consideration received by the Company and its Restricted Subsidiaries from previous Asset Sales since the 2009 Notes Issue Closing Date and held that has not yet converted into cash or Temporary Cash Investments does not exceed $25 million. For purposes of this provision, any securities, notes, mortgages or other obligations received by the Company or any Restricted Subsidiary at in any Asset Sale that are converted, sold or exchanged by the Company or such Restricted Subsidiary into cash within 90 days of the related Asset Sale (to the extent of the cash received in that conversion, sale or exchange) shall be deemed to be cash. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one time shall not or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets. The Net Available Cash from Asset Sales by Assets (determined as of the Company or a Restricted Subsidiary may be applied by the Company or such Restricted Subsidiary, date closest to the extent the Company or commencement of such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or a Restricted Subsidiaryprovided to the Trustee), to (i) prepay, repay, redeem or purchase Senior Indebtedness of then the Company shall or a Restricted Subsidiary; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a shall cause the relevant Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); provided that if such Asset Sale includes Oil and Gas Properties or Proved and Probable Drilling Locations, after giving effect to such Asset Sale, the Company is in compliance with the Collateral requirements of this Indenture.to: