Common use of Limitation on Certain Asset Sales Clause in Contracts

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (ia) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value Fair Market Value (as conclusively evidenced by an Officers' Certificate for amounts up to $5,000,000 and by a resolution of the Property subject Company's Board of Directors set forth in an Officers' Certificate and delivered to such Asset Salethe Trustee for amounts in excess of $5,000,000) of the assets sold or otherwise disposed of, and (iib)(i) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 5075% of the consideration therefor received by the Company or such Subsidiary its Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash InvestmentsEquivalents, and or (yii) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations therefor received by the Company or such Restricted Subsidiary from in an Asset Swap is determined by an Independent Financial Advisor to be substantially comparable in type to the asset being sold; provided that any liabilities (as shown on the Company's or such transferee that are converted by Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes) that are assumed by the transferee of any such Subsidiary into cash assets shall be deemed to be Cash Equivalents (to the extent of the cash receivedlesser of the Fair Market Value or book value of such liabilities); and provided further that any Asset Sale with respect to the stock or assets of Telemundo News Network, Inc. shall not be subject to clause (b)(i) of this paragraph. The Company or any Restricted Subsidiary, as the case may be, may cause the Asset Sale Proceeds from such Asset Sale to be applied (a) to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary within 90 360 days following the closing receipt of the Asset Sale Proceeds from any Asset Sale; (b) to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets acquired by the Company or any Restricted Subsidiary (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or Property of another Person) used or useful in businesses similar or related to the business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds are applied within 360 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds (the "Asset Sale Trigger Date"); and (c) if on the Asset Sale Trigger Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Senior Notes, at a purchase price in cash equal to 100% of the Accreted Value thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Senior Notes and use such amount for general corporate purposes. Upon completion of an Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. Notice of each Excess Proceeds Offer shall be mailed to the holders of the Senior Notes at the time received addresses shown on the register of holders maintained by the Registrar with a copy to the Trustee and without giving effect the Paying Agent, within 30 days following the applicable Asset Sale Trigger Date, and shall comply with each of the procedures for notice set forth below. Each Excess Proceeds Offer shall remain open until a specified date (the "Excess Proceeds Offer Termination Date") which is at least 20 Business Days from the date such Excess Proceeds Offer is mailed. During the period specified in the Excess Proceeds Offer, holders of Senior Notes may elect to subsequent changes tender their Senior Notes in value whole or in part in integral multiples of $1,000 in exchange for cash. Payment shall be deemed made by the Company (or applicable Subsidiary) in respect of Senior Notes properly tendered pursuant to this Section 4.10 on a specified Business Day (the "Excess Proceeds Offer Payment Date") which shall be cash for purposes no earlier than three Business Days after the Excess Proceeds Offer Termination Date and not earlier than 30 days and not later than 60 days from the date the Excess Proceeds Offer is mailed. To the extent holders of clause Senior Notes properly tender Senior Notes in an amount exceeding the Available Asset Sale Proceeds, Senior Notes of tendering holders will be repurchased on a pro rata basis (ii) based on amounts tendered). The notice, which shall govern the terms of this provision.the Excess Proceeds Offer, shall include such disclosures as are required by law and shall state:

Limitation on Certain Asset Sales. (a) Neither the Company nor Xxxxxx Xxxxx will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Xxxxxx Xxxxx or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by Xxxxxx Xxxxx'x Board of the Property subject to such Asset SaleDirectors, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by Xxxxxx Xxxxx or its Subsidiaries, as the Company or such Subsidiary case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by Xxxxxx Xxxxx or would result such Restricted Subsidiary are applied (a) first, to the extent Xxxxxx Xxxxx or such Restricted Subsidiaries elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of Xxxxxx Xxxxx or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent Xxxxxx Xxxxx or such Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of Xxxxxx Xxxxx or a consequence Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs or Xxxxxx Xxxxx or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale is permitted under Proceeds (the terms of the Senior Indebtedness "Reinvestment Date") and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that Proceeds contractually committed are converted by the Company or such Subsidiary into cash (to the extent of the cash received) so applied within 90 270 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, Xxxxxx Xxxxx or such Restricted Subsidiary, as applicable, shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, or any Indebtedness ranking pari passu with the Notes with respect to Indebtedness of ---- ----- the Issuer or the relevant Guarantee with respect to Indebtedness of a Guarantor, which Indebtedness contains similar provisions requiring Xxxxxx Xxxxx or a Restricted Subsidiary to repurchase such Indebtedness, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value the date of repurchase (an "Excess Proceeds Offer"); provided, however, that prior to making any such Excess Proceeds Offer, Xxxxxx Xxxxx or such Restricted Subsidiary may, to the extent required pursuant to the terms of Indebtedness outstanding as of the Issue Date, offer to use such Available Asset Sale Proceeds to repurchase and use all or a portion of such Available Asset Sale Proceeds to repurchase such Indebtedness. If an Excess Proceeds Offer is not fully subscribed, Xxxxxx Xxxxx or such Restricted Subsidiary may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes for general corporate purposes. If the aggregate principal amount of Notes tendered pursuant to such Excess Proceeds Offer is more than the amount of the Available Asset Sale Proceeds, the Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall be deemed to be cash for purposes of clause (ii) of this provisiondeem fair and appropriate.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will Restricted Subsidiary to, consummate or permit, directly or indirectly, any Asset Sale, Sale (other than a Collateral Sale governed by the provisions of Section 1009) unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Restricted Subsidiary for such Asset Sale is in not less than the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% fair market value of the consideration is in assets sold (as determined by the form Board of cash or Temporary Cash Investments Directors of the Company (provided that or, in the case of an Asset Sale by OCC, by the Board of a Designated FacilityDirectors of OCC), there is no requirement that whose good faith determination will be conclusive) and (ii) the consideration be received by the Company or the relevant Restricted Subsidiary in the form respect of such Asset Sale consists of at least 85% cash or Temporary Cash Investments)Equivalents. If the Company or any Restricted Subsidiary engages in any such Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (iiii) no Default apply all or Event a portion of Default shall have occurred and be continuing on the date Net Cash Proceeds to the permanent reduction of amounts outstanding under the Bank Credit Facilities or to the permanent reduction of other senior Indebtedness of the Company or a Restricted Subsidiary or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such proposed Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or would result in properties and assets of a nature or type or that will be used in a business similar or related to the nature or type of the properties and assets of or the business of the Company or its Restricted Subsidiaries, as a consequence the case may be, existing on the Issue Date. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (ivi) or (ii) (without regard to the parenthetical contained in such Asset Sale clause (ii)) above. The amount of such Net Cash Proceeds not so used as described in this paragraph constitutes "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company will, within 30 days thereafter, make an offer to purchase Senior Notes from all holders of Senior Notes, on a pro rata basis, at a purchase price in cash equal to (i) 100% of the Accreted Value thereof, on the date of purchase, if such purchase date is permitted under on or before December 15, 2002, and (ii) 100% of the terms aggregate principal amount at maturity of the Senior Indebtedness and (v) Notes, plus accrued interest, if any, to the date such Asset Sale will not materially adversely affect or materially impair offer to purchase is consummated, if such date of purchase is after December 15, 2002. To the value extent that the aggregate Accreted Value and/or principal amount at maturity of Senior Notes tendered pursuant to such offer to purchase is less than the Excess Proceeds, the Company may use the remaining Collateral or materially interfere with Excess Proceeds for general corporate purposes. If the Trustee's ability aggregate Accreted Value and/or principal amount at maturity of Senior Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Senior Notes to realize be purchased will be selected on a pro rata basis. Upon completion of such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that offer to purchase, the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (Excess Proceeds will be reset to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provisionzero.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents included in the definition of "Temporary Cash Investments, " in Section 1.01); and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event subject to the Company's obligations with respect to the Intercompany Notes in the event of Default shall have occurred and be continuing on a Qualified Subsidiary IPO, the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of the Company or any Restricted Subsidiary ranking PARI PASSU to the Notes within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or any Restricted Subsidiary 58 -50- as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 181st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds and Asset Sale Proceeds contractually committed are so applied within 360 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds (the "REINVESTMENT DATE") and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value the date of repurchase (an "EXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes and the Available Asset Sale Proceeds shall be deemed reset to zero. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the Holders stating, among other things: (1) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date (the "PURCHASE DATE"), which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be cash applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for purposes a period of clause 20 Business Days following its commencement (ii) the "OFFER PERIOD"). The notice, which shall govern the terms of this provision.the Excess Proceeds Offer, shall state:

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuer will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Issuer or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to such Asset Saleassets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Issuer, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company Issuer or such Subsidiary applicable Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, and (y) Equivalents other than in the case of all other where the Issuer is undertaking a Permitted Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), Swap; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by the Issuer or would result such Restricted Subsidiary are applied (a) first, to the extent the Issuer or any such Subsidiary, as a consequence the case may be, elects, or is required, to prepay, repay or purchase Indebtedness under the Senior Credit Facility within 180 days following the receipt of such the Asset Sale Proceeds from any Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that any such repayment will result in a permanent reduction of the commitments thereunder in an amount of equal to the principal amount so repaid; (ab) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Issuer elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Issuer or any such Restricted Subsidiary as conducted on the Issue Date; provided that (1) such investment occurs or the Issuer or any such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), within 90 270 days following the closing receipt of such Asset Sale, Sale Proceeds and (b2) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds so contractually committed are so applied within 360 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if on such 180th day in the case of clause (iii)(a), 270th day in the case of clause (iii)(b)(1) or 360th day in the case of clause (iii)(b)(2) with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5 million, the Issuer will apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price determined as described below (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the time received Issuer may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes and without giving effect such retained portion will not be considered in the calculation of "Available Asset Sale Proceeds" with respect to any subsequent changes offer to purchase Notes. If the Issuer is required to make an Excess Proceeds Offer, the Issuer will mail, within 30 days following the date specified in value shall clause (iii)(c) above, a notice to the holders stating, among other things: (1) that such holders have the right to require the Issuer to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to (x) 100% of the Accreted Value thereof, if the applicable purchase date is on or prior to August 1, 2002, or (y) 100% of the principal amount at maturity thereof, plus accrued and unpaid interest, if any, to the purchase date, if the purchase date is after August 1, 2002; (2) the purchase date, which will be no earlier than 30 days and not later than 45 days from the date such notice is mailed; (3) the instructions that each holder must follow in order to have such Notes purchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes. In the event of the transfer of substantially all of the property and assets of the Issuer and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 hereof, the successor Person will be deemed to be cash have sold the properties and assets of the Issuer and its Restricted Subsidiaries not so transferred for purposes of clause (ii) this covenant, and will comply with the provisions of this provisioncovenant with respect to such deemed sale as if it were an Asset Sale. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.12, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12 by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuers will not, and will not permit any of its their Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Issuer or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to such Asset Sale, assets sold or otherwise disposed of; (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5080% of the consideration received by the Company an Issuer or such Subsidiary applicable Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash InvestmentsEquivalents; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of any (ax) Indebtedness of an -------- ------- Issuer or any notes or other obligations received Restricted Subsidiary that is actually assumed by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having and from which an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at Issuer and the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by an Issuer or the Restricted Subsidiaries and (y) notes or other similar obligations received by an Issuer or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by an Issuer or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by an Issuer or the Restricted Subsidiaries; and (iii) the Asset Sale Proceeds received by an Issuer or such Restricted Subsidiary are applied (a) to the extent an Issuer or any such Restricted Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase indebtedness under the Senior Credit Facility or Senior Notes within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment shall result in a permanent reduction of the -------- commitments thereunder (other than commitments under a revolving credit facility) in an amount equal to the principal amount so repaid; or (b) to the extent of the balance of Asset Sale Proceeds, after application, if any, as described above, to the extent the Issuers elect, on a pro rata basis to the --- ---- repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a -------- permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; or (c) to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Issuers or a Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar ancillary, complementary or otherwise related to the business of an Issuer or any such Restricted Subsidiary as then conducted; provided that (1) -------- such investment occurs or an Issuer or any such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), within 180 days following receipt of such Asset Sale Proceeds and (2) Asset Sale Proceeds so contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (d) if on such 180th day in the case of clauses (iii)(a), (iii)(b) and (iii)(c)(1) or on such 270th day in the case of clause (iiiii)(c)(2) with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10.0 million, the Issuers shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to (x) 100% of the Accreted Value thereof, if the applicable purchase date is on or prior to August 15, 2003, or (y) 100% of the principal amount at maturity thereof together with accrued and unpaid interest, if any, thereon to the date of purchase, if the purchase date is after August 15, 2003 (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Issuers and any such Restricted Subsidiary may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. If the Issuers are required to make an Excess Proceeds Offer, the Issuers shall mail, within 75 days following the date specified in clause (iii)(d) above, a notice to the holders stating, among other things: (1) that such holders have the right to require the Issuers to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to (x) 100% of the Accreted Value thereof, if the applicable purchase date is on or prior to August 15, 2003, or (y) 100% of the principal amount at maturity thereof together with accrued and unpaid interest, if any, thereon to the date of purchase, if the purchase date is after August 15, 2003; (2) the purchase date, which shall be no earlier than 30 days and not later than 45 days from the date such notice is mailed; (3) the instructions that each holder must follow in order to have such Notes purchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes. In the event of the transfer of substantially all of the property and assets of the Issuers and their Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 hereof, the successor Person shall be deemed to have sold the properties and assets of the Issuers and their Restricted Subsidiaries not so transferred for purposes of this provisionSection 4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it were an Asset Sale. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the "Asset Sale" provisions of this Indenture by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuers shall not, and shall not permit any of its their Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company such Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company Issuers or such Subsidiary is in the form of cash or Temporary Cash Investmentstheir Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an where the Company is undertaking a Permitted Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), Swap; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by such Issuer or would such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company or a consequence Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs or the Issuers or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale is permitted under Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (c) third, if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Issuers shall apply an amount equal to such Available Asset Sale Proceeds, first, to 63 -55- an offer to repurchase the Series A/B Notes, if any are outstanding, in accordance with the terms of the Senior Indebtedness and Series A/B Indenture (vas in effect on the Issue Date) such (the "Series A/B Asset Sale will Offer") and second, in event that any Available Asset Sale Proceeds are not materially adversely affect or materially impair applied to a Series A/B Asset Sale Offer, to an offer to repurchase the value Notes, at a purchase price in cash equal to 100% of the remaining Collateral or materially interfere with the Trustee's ability to realize such value principal amount thereof plus accrued and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (unpaid interest, if any, to the extent date of the cash received) within 90 days following the closing of such Asset Sale, and repurchase (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision"Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not cause or permit any of its Subsidiaries will consummate or permitRestricted Subsidiary to, directly or indirectly, consummate an Asset Sale (including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $5,000,000 unless the Net Proceeds from such Asset Sale, unless Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of the following purposes in such combination as the Company shall elect: (i) an investment in any asset or business in a Related Business; provided that such investment occurs on or prior to the Company or such Subsidiary, as 365th day following the case may be, receives consideration at the time date of each such Asset Sale at least equal to (the fair market value of the Property subject to such "Asset SaleSale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property lost, damaged or taken to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (xiii) in the case purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness or Indebtedness of the Company's Restricted Subsidiaries on or prior to the 365th day following the Asset Sale Disposition Date or (iv) an Asset Sale of Property constituting Collateral (other than a Designated Facility)Offer expiring on or prior to the Asset Sale Purchase Date. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 5075% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents or Temporary Cash Investmentsmarketable securities; provided that, and (y) in the case solely for purposes of all other Asset Sales, at least 33calculating such 75% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facilityconsideration, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale), and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash and cash equivalents for purposes of clause (ii) this provision. Any Net Proceeds from any Asset Sale that are not applied or invested as provided in the first sentence of this provisionparagraph shall constitute "Excess Proceeds." Fedders Corporation shall not, and shall not permit any of its Non-FNA Subsidiaries to, directly or indirectly consummate an Asset Sale unless the Net Proceeds from such Asset Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of the following purposes in such combination as Fedders Corporation shall elect:

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by the Company's board of the Property subject to such Asset Saledirectors, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or such any Restricted Subsidiary into cash within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 181st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Pro ceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, or any future Indebtedness ranking pari passu with the Notes, which Indebtedness contains similar provisions requiring the Company to repurchase such Indebtedness at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value the date of repurchase (an "Excess Proceeds Offer"); provided, however, that prior to making any such Excess Proceeds Offer, the Company may, to the extent required pursuant to the terms of Indebtedness outstanding as of the Issue Date, offer to use such Available Asset Sale Proceeds to repurchase and use all or a portion of such Available Asset Sale Proceeds to repurchase such Indebtedness. If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes for general corporate purposes. If the aggregate principal amount of Notes tendered pursuant to such Excess Proceeds Offer is more than the amount of the Available Asset Sale Proceeds, the Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall be deemed to be cash for purposes of clause (ii) of this provisiondeem fair and appropriate.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its the Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant (to this clause (bthe extent of cash received) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be 50 58 deemed to be cash for purposes of this provision; provided, further, that the Company or such Restricted Subsidiary will not be required to comply with this clause (ii) with respect to a Permitted Asset Swap; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Senior Indebtedness (or Purchase Money Indebtedness that ranks pari passu in right of this provisionpayment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (v) of the definition of Permitted Liens) within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale, provided that such investment occurs and such Asset Sale Proceeds are so applied within 270 days following the receipt of such Asset Sale Proceeds (the "Reinvestment Date"); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment to the Notes (a "Pari Passu Excess Proceeds Offer") and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use such deficiency for general 51 59 corporate purposes. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness' pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes' pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not cause or permit any of its Subsidiaries will consummate or permitRestricted Subsidiary to, directly or indirectly, consummate an Asset Sale (including the sale of any of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in excess of $5,000,000 unless the Net Proceeds from such Asset Sale, unless Sale are applied (in any manner otherwise permitted by this Indenture) to one or more of the following purposes in such combination as the Company shall elect: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company or such Subsidiary, as the case may be, receives consideration and its Restricted Subsidiaries at the time of each the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale at least equal to (the fair market value of the Property subject to such "Asset SaleSale Disposition Date"), (ii) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property lost, damaged or taken to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking, (xiii) in the case purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness or Indebtedness of the Company's Restricted Subsidiaries or the 1997 Notes on or prior to the 365th day following the Asset Sale Disposition Date or (iv) an Asset Sale of Property constituting Collateral (other than a Designated Facility)Offer expiring on or prior to the Asset Sale Purchase Date. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 5070% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents or Temporary Cash Investmentsmarketable securities; provided that, and (y) in the case solely for purposes of all other Asset Sales, at least 33calculating such 70% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facilityconsideration, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale), and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash and cash equivalents for purposes of clause (ii) this provision. Any Net Proceeds from any Asset Sale that are not applied or invested as provided in the first sentence of this provisionparagraph shall constitute "Excess Proceeds."

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuers shall not, and shall not permit any of its their Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company such Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company Issuers or such Subsidiary is in the form of cash or Temporary Cash Investmentstheir Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an where the Company is undertaking a Permitted Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), Swap; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by such Issuer or would such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company or a consequence Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs or the Issuers or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale is permitted under Proceeds (the terms of the Senior Indebtedness "Reinvestment Date") and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that Proceeds contractually committed are converted by the Company or such Subsidiary into cash (to the extent of the cash received) so applied within 90 270 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Issuers shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed to be cash for purposes the date of clause repurchase (ii) of this provisionan "Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Issuer or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value Fair Market Value of the Property subject to such Asset Sale, assets sold or otherwise disposed of; (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company Issuer or such Subsidiary applicable Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments)Equivalents, (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Saleprovided, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of any Indebtedness (aother than subordinated Indebtedness) of the Issuer or any notes or other obligations received Guarantor that is actually assumed by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at and from which the time of Issuer and the receipt of such Designated Noncash Consideration being measured at the time received Guarantors are fully and without giving effect to subsequent changes in value unconditionally released shall be deemed to be cash for purposes of clause (iii) above; and (iii) the Asset Sale Proceeds received by the Issuer or such Restricted Subsidiary, as the case may be, are applied (or, at the Issuer's election, are deemed to have been applied to an event described under clauses (iii)(a) or (iii)(b) occurring within 45 days prior to the receipt of such Asset Sale Proceeds, provided, that the Issuer's intent to apply Asset Sale Proceeds to such an event must have been announced by letter to the Trustee prior to the occurrence of the event), at the Issuer's option, (a) to prepay, repay or purchase indebtedness under the Credit Facility or any other secured Indebtedness of the Issuer or such Restricted Subsidiary; provided that any such repayment shall result in or the Issuer shall effect a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; or (b) to an Investment in properties and assets that are used or useful in the business of the Issuer or its Restricted Subsidiaries or in businesses similar to or ancillary to the business of the Issuer or its Restricted Subsidiaries as conducted at the time of such Asset Sale (and, pending such use, may be used to temporarily reduce indebtedness under the Credit Facility or may invest such Asset Sale Proceeds in any manner not prohibited by this Indenture); provided that, (c) if on the 360th day following the receipt of the Asset Sale Proceeds, the Available Asset Sale Proceeds exceed $5.0 million, the Issuer shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Issuer may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of this provisionthe Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero.

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuers shall not, and shall not permit any of its their Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale 70 -61- unless (i) the Company such Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company Issuers or such Subsidiary is in the form of cash or Temporary Cash Investmentstheir Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an where the Company is undertaking a Permitted Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), Swap; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by such Issuer or would such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company or a consequence Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs or the Issuers or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale is permitted under Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (c) third, if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Issuers shall apply an amount equal to such Available Asset Sale Proceeds, first, to an offer to repurchase the Series D Notes, if any are outstanding, in accordance with the terms of the Senior Indebtedness and Series C/D Indenture (vas in effect on the Issue Date) such (the "Series C/D Asset Sale will Offer") and second, in event that any Available Asset Sale Proceeds are not materially adversely affect or materially impair applied to a Series C/D Asset Sale Offer, to an offer to repurchase the value Notes, at a purchase price in cash 71 -62- equal to 100% of the remaining Collateral or materially interfere with the Trustee's ability to realize such value principal amount thereof plus accrued and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (unpaid interest, if any, to the extent date of the cash received) within 90 days following the closing of such Asset Sale, and repurchase (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision"Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such its Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, 51 -43- and evidenced by a Board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Restricted Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under "Temporary Cash Investments, "); and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration Proceeds received by the Company or any such Restricted Subsidiary are applied (a) to the extent the Company elects, (x) to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of its Subsidiaries Capital Stock or property of another person) used or useful in media businesses, provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 360 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds or (y) to repay any Senior Debt of the Company or a Guarantor Senior Debt of a Guarantor, and (b) to the extent not applied pursuant to clause (iii)(a), if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Securities, at a purchase price in cash equal to 100% of the time received principal amount thereof, plus (x) accrued and without giving effect unpaid interest, if any, to subsequent changes the date of repurchase and (y) an amount in cash equal to the Current Market Value on the date the notice of the Excess Proceeds Offer is mailed of the issuable but unissued Contingent Class A Shares (including Contingent Class A Shares not issued as a result of an FCC Deferral or an Authorization Deferral) with respect thereto, (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Securities. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or the Restricted Subsidiaries deemed to be sold shall be deemed to be cash Asset Sale Proceeds for purposes of clause (ii) this covenant. 52 -44- Notice of each Excess Proceeds Offer pursuant to this provision.Section 4.12 will be mailed or caused to be mailed, by first class mail, by the Company within 30 days following the Reinvestment Date to all Holders at their last registered addresses, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Excess Proceeds Offer and shall state the following terms:

Limitation on Certain Asset Sales. (a) Neither the Company Issuers nor any of its their Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company such Issuers or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an all Asset Sale of Property constituting Collateral (other than a Designated Facility)Sales, at least 5075% of the consideration received by the Company such Issuer or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company such Issuer or such Subsidiary from such transferee that are converted by the Company such Issuer or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company such Issuer or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by Issuers or any of their Subsidiaries in connection with a subsequent sale of any such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision. With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance 43 Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Issuers or their Subsidiaries in excess of $5 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event (in any such case, the "Collateral Proceeds Amount"), the Issuers shall (i) to the extent the Issuers elect, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Collateral Trust Agreement, the Issuers shall cause such Property to become Collateral under the Collateral Trust Agreement as and when received by the Issuers or by any of its Subsidiaries), that is useful in any business in which the Issuers are permitted to be engaged within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount (or become contractually bound to do so); or (ii) make an offer (a "Collateral Proceeds Offer") for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Senior Notes equal to the Collateral Proceeds Amount to the extent the balance of such Collateral Proceeds Amount after application in accordance with clause (i) is in excess of $1 million 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 set forth in this Indenture. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the Issuers may use such portion of the Collateral Proceeds Amount that is not used to purchase Senior Notes tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer is more than the Collateral Proceeds Amount, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer, the Collateral Proceeds Amount shall be deemed to be zero. Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Collateral Documents. If the Issuers are required to make a Collateral Proceeds Offer, the Issuers shall mail, within 30 days following the date on which the Issuers receive any Collateral Proceeds Amounts, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Issuers to apply the Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Issuers, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the prepayment, repayment, redemption or the repurchase of Senior Notes with the Asset Sale Proceeds as required herein. 44 To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its the Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant (to this clause (bthe extent of cash received) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of this provision; provided, further, that the Company or such Restricted Subsidiary will not be required to comply with this clause (ii) with respect to a Permitted Asset Swap; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Senior Indebtedness (or Purchase Money Indebtedness that ranks pari passu in right of this provision.payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuer shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to equity interests, property or assets constituting such Asset SaleSale (as determined in good faith by the Board of Directors of the Issuer, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company Issuer or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by the Issuer or would such Restricted Subsidiary are applied (a) first, to the extent the Issuer elects, or is required, to prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness of the Issuer or any Restricted Subsidiary within 365 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid or be applied to secure Letter of Credit Obligations; and (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Issuer or a consequence Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Issuer or such Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs or the Issuer or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 365th day following receipt of such Asset Sale is permitted under Proceeds (the terms of the Senior Indebtedness "Reinvestment Date") and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that Proceeds contractually committed are converted by the Company or such Subsidiary into cash (to the extent of the cash received) so applied within 90 365 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds. Pending the final application of any such available Asset Sale Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility or otherwise invest such Available Asset Sale Proceeds in any manner not prohibited under this Indenture. If, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Issuer shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed to be cash for purposes the date of clause repurchase (ii) of this provisionan "Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the Company Issuers nor any of its their Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company such Issuers or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an all Asset Sale of Property constituting Collateral (other than a Designated Facility)Sales, at least 5075% of the consideration received by the Company such Issuer or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company such Issuer or such Subsidiary from such transferee that are converted by the Company such Issuer or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company such Issuer or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by Issuers or any of their Subsidiaries in connection with a subsequent sale of any such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision. With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Issuers or their Subsidiaries in excess of $5 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event (in any such case, the “Collateral Proceeds Amount”), the Issuers shall (i) to the extent the Issuers elect, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Collateral Agreement, the Issuers shall cause such Property to become Collateral under the Collateral Agreement as and when received by the Issuers or by any of its Subsidiaries), that is useful in any business in which the Issuers are permitted to be engaged within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount (or become contractually bound to do so); or (ii) to the extent permitted under Section 9.2.23 of the Credit Agreement as in effect on the Effective Date, make an offer (a “Collateral Proceeds Offer”) for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Senior Notes equal to the Collateral Proceeds Amount to the extent the balance of such Collateral Proceeds Amount after application in accordance with clause (i) is in excess of $1 million 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 set forth in this Indenture. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the Issuers may use such portion of the Collateral Proceeds Amount that is not used to purchase Senior Notes tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer is more than the Collateral Proceeds Amount, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer, the Collateral Proceeds Amount shall be deemed to be zero. Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Collateral Documents. If the Issuers are required to make a Collateral Proceeds Offer, the Issuers shall mail, within 30 days following the date on which the Issuers receive any Collateral Proceeds Amounts, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Issuers to apply the Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Issuers, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the prepayment, repayment, redemption or the repurchase of Senior Notes with the Asset Sale Proceeds as required herein. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its the Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration securities received by the Company or any of its Subsidiaries in such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant (to this clause (bthe extent of cash received) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of this provision; provided further, however, that the Company or such Restricted Subsidiary will not be required to comply with this clause (ii) with respect to a Permitted Asset Swap; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Senior Indebtedness (or Purchase Money Indebtedness that ranks pari passu in right of this provisionpayment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (v) of the definition of Permitted Liens) within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale, provided, however, that such investment occurs and such Asset Sale Proceeds are so applied within 270 days following the receipt of such Asset Sale Proceeds (the "Reinvestment Date"); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $15 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"); provided, however, that the Company may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment to the Notes (a "Pari Passu Excess Proceeds Offer") and to the extent the Company so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, the Company may use such deficiency for general corporate purposes. To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari passu Indebtedness's pro rata share of such Available Asset Sale Proceeds, the Company shall use such remaining Available Asset Sale Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent the Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes' pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased will be selected on a pro rata basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero.

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an all Asset Sale of Property constituting Collateral (other than a Designated Facility)Sales, at least 5075% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by the Company or any of its Subsidiaries in connection with a subsequent sale of such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision. [With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Company or its Subsidiaries in excess of [$2] million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event, (in any such case, the "Collateral Proceeds Amount"), the Company shall (i) first, to the extent the Company elects (or is required by the terms of any Indebtedness), prepay, repay, redeem or purchase Senior Indebtedness of the Company or Senior Indebtedness of a Wholly-Owned Subsidiary (in each case, other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount; provided, however, that in connection with any prepayment, repayment or purchase of Senior Indebtedness pursuant to this clause (i), the Company or such Wholly-Owned Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; (ii) second, to the extent the Company elects, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Collateral Trust Agreement, the Company shall cause such Property to become Collateral under the Collateral Trust Agreement as and when received by the Company or by any of its Subsidiaries), that is useful in any business in which the Company is permitted to be engaged within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount; and (iii) third, make an offer (a "Collateral Proceeds Offer") for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Senior Notes equal to the Collateral Proceeds Amount to the extent of the balance of such Collateral Proceeds Amount after application in accordance with clauses (i) and (ii), 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 set forth in this Indenture. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the Company may use such portion of the Collateral Proceeds Amount that is not used to purchase Senior Notes tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer is more than the Collateral Proceeds Amount, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer, the amount of Collateral Proceeds Amount shall be deemed to be zero.] Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Collateral Documents. If the Company is required to make a Collateral Proceeds Offer, the Company shall mail, within 30 days following the date on which the Company receives any Collateral Proceeds Amounts, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Company to apply the Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Person in a 42 transaction or series of related transactions permitted under Section 5.1 hereof, the successor corporation shall be deemed to have sold the assets of the Company, the Subsidiary or the division or line of business, as the case may be, not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company, the Subsidiary or the division or line of business, as the case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the prepayment, repayment, redemption or the repurchase of Senior Notes with the Asset Sale Proceeds as required herein. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its the Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration Company or such Restricted Subsidiary will not be in the form of cash required to comply with this clause (ii) with respect to a Permitted Asset Swap or Temporary Cash Investments), a Houston Disposition; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or Guarantor Senior Indebtedness of any Restricted Subsidiary within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale, provided that such investment occurs and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds (the "Reinvestment Date"); and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to be cash for purposes of clause (ii) of this provision.repurchase Notes. 50 -43-

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset Sale, Directors); (ii) (x) except in the case of an Asset Sale the sale, transfer or other disposition of Property constituting Collateral (other Company- owned stores to franchisees in a business related to the optical business that result in the conversion of such stores to franchised stores, not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or any Subsidiary within 12 months following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an Investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or a Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by PROVIDED that such Investment occurs on or prior to the Company or any 365th day following receipt of its Subsidiaries in such Asset Sale having Proceeds (the "Reinvestment Date"); (c) third, to the making of an aggregate fair market valueExcess Proceeds Offer (as defined in the Senior Note Indenture) with respect to any outstanding Senior Notes; (d) fourth, taken together to the making of an Excess Proceeds Offer (as defined in the Existing Senior Subordinated Note Indenture) with respect to the Existing Senior Subordinated Notes; and (e) fifth, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes (which offer may, at the option of the Company, also be made on a pro rata basis to holders of all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time indebtedness of the receipt Company ranking PARI PASSU, at a purchase price (in the case of such Designated Noncash Consideration being measured at the time received Notes) in cash equal to 100% of the principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed to be cash for purposes the date of clause repurchase (ii) of this provisionan "Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuers will not, and will not permit any of its their Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Issuer or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to such Asset Sale, assets sold or otherwise disposed of; (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5080% of the consideration received by the Company an Issuer or such Subsidiary applicable Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash InvestmentsEquivalents; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided -------- ------- that the amount of any (ax) Indebtedness of an Issuer or any notes or other obligations received Restricted Subsidiary that is actually assumed by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having and from which an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at Issuer and the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by an Issuer or the Restricted Subsidiaries and (y) notes or other similar obligations received by an Issuer or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by an Issuer or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by an Issuer or the Restricted Subsidiaries; and (iii) the Asset Sale Proceeds received by an Issuer or such Restricted Subsidiary are applied (a) to the extent an Issuer or any such Restricted Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase indebtedness under the Senior Credit Facility within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment shall result in a permanent reduction of the -------- commitments thereunder (other than commitments under a revolving credit facility) in an amount equal to the principal amount so repaid; or (b) to the extent of the balance of Asset Sale Proceeds, after application, if any, as described above, to the extent the Issuers elect, on a pro rata basis to the --- ---- repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a -------- permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; or (c) to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Issuers or a Restricted Subsidiary elect, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar, ancillary, complementary or otherwise related to the business of an Issuer or any such Restricted Subsidiary as then conducted; provided that (1) -------- such investment occurs or an Issuer or any such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), within 180 days following receipt of such Asset Sale Proceeds and (2) Asset Sale Proceeds so contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (d) if on such 180th day in the case of clauses (iii)(a), (iii)(b) and (iii)(c)(1) or on such 270th day in the case of clause (iiiii)(c)(2) with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10.0 million, the Issuers shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Senior Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Issuers may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. If the Issuers are required to make an Excess Proceeds Offer, the Issuers shall mail, within 30 days following the date specified in clause (iii)(d) above, a notice to the holders stating, among other things: (1) that such holders have the right to require the Issuers to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date; (2) the purchase date, which shall be no earlier than 30 days and not later than 45 days from the date such notice is mailed; (3) the instructions that each holder must follow in order to have such Notes purchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes. In the event of the transfer of substantially all of the property and assets of the Issuers and their Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 hereof, the successor Person shall be deemed to have sold the properties and assets of the Issuers and their Restricted Subsidiaries not so transferred for purposes of this provisionSection 4.10, and shall comply with the provisions of this Section 4.10 with respect to such deemed sale as if it were an Asset Sale. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the "Asset Sale" provisions of this Indenture by virtue thereof.

Limitation on Certain Asset Sales. Investments; and (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (iiii) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration Proceeds received by the Company or such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is in the form of cash required, to prepay, repay or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% purchase debt of the consideration is in Company or any Restricted Subsidiary under a Credit Facility within 180 days following the form receipt of cash or Temporary Cash Investments (the Asset Sale Proceeds from any Asset Sale, provided that any such repayment shall result in a permanent reduction of the case commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of an the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of a Designated Facility, there is no requirement that Capital Stock or property of another person) used or useful in businesses similar or ancillary to the consideration be in business of the form of cash Company or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on Restricted Subsidiary as conducted at the date of such proposed Asset Sale or would result as a consequence time of such Asset Sale, provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is permitted under not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the Holders stating, among other things: (1) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date (the "Purchase Date"), which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of 60 -52- such Notes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). The notice, which shall govern the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset SaleExcess Proceeds Offer, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.state:

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as reasonably determined for Asset Sales in excess of the Property subject to such Asset Sale, $1 million in good faith by its Board of Directors); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or the Subsidiary, as the case may be, from such Subsidiary Asset Sale is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (aA) any notes liabilities (as shown on the Company's or a Subsidiary's most recent balance sheet) of the Company or a Subsidiary (other obligations received than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets or an Affiliate thereof pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (B) any securities, notes or other obligations 67 62 received by the Company or a Subsidiary from such transferee or an Affiliate thereof that are converted by the Company or such a Subsidiary into cash prior to the Reinvestment Date (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Subsidiary are applied, to the extent the Company elects, (A) to repay and permanently reduce outstanding Senior Indebtedness under the New Credit Facility, other secured Senior Indebtedness or any other Senior Indebtedness that has a maturity date earlier than the maturity of the Notes and to permanently reduce the commitments in respect thereof, provided, however, that such repayment and commitment reduction occurs prior to the Reinvestment Date or (B) to an investment in assets (including Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) used or useful in the Company's business; provided, however, that such investment occurs or the Company or a Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") (and notifies the Trustee of the same in writing) and Asset Sale Proceeds contractually committed are so applied within 360 days following the receipt of such Asset Sale Proceeds or (C) as Excess Proceeds as set forth below. Pending the final application of any such Asset Sale Proceeds, the Company may temporarily reduce Senior Indebtedness or otherwise invest such Asset Sale Proceeds in any manner that is not prohibited by this Indenture. Any Asset Sale Proceeds that are not applied as permitted by clause (iiiii)(A) or (iii)(B) of the preceding sentence shall constitute "Excess Proceeds." If at any time from and after the Issue Date the aggregate amount of Excess Proceeds exceeds $5 million, the Company shall offer (an "Excess Proceeds Offer") to purchase from all Holders of Notes, pursuant to procedures set forth in this provision.Indenture and if the Company is required to do so under the terms of any other Senior Indebtedness, to purchase from the Holders of such other Senior Indebtedness the maximum principal amount of Notes and principal of such other Senior Indebtedness that may be purchased with such Excess Proceeds at a purchase price in cash equal to 100% of the principal amount thereof plus accrued interest, and Liquidated Damages, if any, to the date of the purchase. To the extent that the purchase price of Notes and principal of such other Senior Indebtedness tendered pursuant to such Excess Proceeds Offer is less than the amount of Excess Proceeds, the Company may use such portion of the Excess Proceeds that is not used to purchase Notes or such other Senior Indebtedness so tendered for general corporate purposes not inconsistent with the Notes or this Indenture. If the aggregate purchase price of Notes and principal of such other Senior Indebtedness tendered pursuant to such Excess Proceeds Offer is more than the amount of the Excess Proceeds, the Notes and principal of such other Senior Indebtedness tendered will be repurchased on a basis pro rata to the amount tendered or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Excess Proceeds Offer and the closing of any repurchase of Notes and principal of such other Senior Indebtedness tendered pursuant to such Excess Proceeds Offer, the amount of Excess Proceeds shall be deemed to be zero. 68 63

Limitation on Certain Asset Sales. (ai) Neither the Company nor any of its Subsidiaries will The Issuers shall not consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, Issuer receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration Issuers is in the form of cash or Temporary Cash Investments (provided that other than in the case of an where the Company is undertaking a Permitted Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), Swap; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale Proceeds received by such Issuer are applied (a) first, to the extent the Company or would any Restricted Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase debt or to reduce an unused commitment to lend under the Senior Credit Facility, the Senior Subordinated Notes and/or any other Indebtedness of a Restricted Subsidiary incurred in compliance with this Indenture within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company or a consequence Restricted Subsidiary elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs or the Issuers or a Restricted Subsidiary enter into contractual commitments to make such investment, subject only to customary conditions (iv) other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale is permitted under Proceeds (the terms of the Senior Indebtedness "Reinvestment Date") and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that Proceeds contractually committed are converted by the Company or such Subsidiary into cash (to the extent of the cash received) so applied within 90 270 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Issuers shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to (x) 100% of the time received Accreted Value thereof, if the applicable repurchase date is on or prior to November 15, 2002, or (y) 100% of the principal amount at maturity thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed to be cash for purposes the date of clause repurchase, if the repurchase date is after November 15, 2002 (ii) of this provisionan "Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, Sale and (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by the Company or any of its Subsidiaries in connection with a subsequent sale of such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision.. Notwithstanding clauses (i) and (ii) of the immediately preceding paragraph, the Company or any of the Guarantors may exchange any of its Health Care Facilities for any other

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its the Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets, including any Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days of its Subsidiaries in 57 -50- such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant (to this clause (bthe extent of cash received) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of this provision; provided further that the Company or such Restricted Subsidiary will not be required to comply with this clause (ii) with respect to a Permitted Asset Swap; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of this provisionthe Company or Guarantor Senior Indebtedness of any Restricted Subsidiary within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company and the Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that such investment occurs and such Asset Sale Proceeds are so applied within 270 days following the receipt of such Asset Sale Proceeds (the "Reinvestment Date"); (c) third, to the making of an Excess Proceeds Offer (as defined in the 1996 Notes Indenture) with respect to the 1996 Notes to the extent required by the 1996 Notes Indenture; and (d) fourth, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by the Company's board of the Property subject to such Asset Saledirectors, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or such any Restricted Subsidiary into cash within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 181st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, or any future Indebtedness ranking pari passu with the Notes, which Indebtedness contains similar provisions requiring the Company to repurchase such Indebtedness at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value the date of repurchase (an "Excess Proceeds Offer"); provided, however, that prior to making any such Excess Proceeds Offer, the Company may, to the extent required pursuant to the terms of Indebtedness outstanding as of the Issue Date, offer to use such Available Asset Sale Proceeds to repurchase and use all or a portion of such Available Asset Sale Proceeds to repurchase such Indebtedness. If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes for general corporate purposes. If the aggregate principal amount of Notes tendered pursuant to such Excess Proceeds Offer is more than the amount of the Available Asset Sale Proceeds, the Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall be deemed to be cash for purposes of clause (ii) of this provisiondeem fair and appropriate.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will consummate or permitRestricted Subsidiary to, directly or indirectly, engage in any Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Restricted Subsidiary for such Asset Sale is not less than the fair market value of the assets sold, as evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the form Trustee and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 85% cash or Temporary Cash Investmentscash equivalents; provided, and (y) in the case of all other Asset Saleshowever, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an any Asset Sale of a Designated Facilitythat involves Collateral, there is no requirement that (i) the consideration received by the Company or the relevant Restricted Subsidiary in respect thereof shall be all cash or cash equivalents in which the Trustee shall be granted a security interest of the same priority as the priority of the security interest held by the Trustee in the form of cash or Temporary Cash Investments)asset subject to the Asset Sale, (iiiii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (viii) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by . If the Company or such any Restricted Subsidiary from such transferee that are converted by engages in an Asset Sale not involving Collateral, the Company or such Subsidiary into cash (to the extent of the cash received) may, at its option, within 90 365 days following the closing of after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of Indebtedness under a Senior Credit Facility or to the permanent reduction of other senior Indebtedness of the Company or a Restricted Subsidiary or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in assets (other than current assets) to replace the properties and assets that were the subject of the Asset Sale or in assets (bother than current assets) any Designated Noncash Consideration received that will be used in a Permitted Line of Business. Notwithstanding the foregoing, in the event the Asset Sale involves Collateral or upon the receipt by the Company or any Restricted Subsidiary of its Subsidiaries in any Insurance Proceeds or Condemnation Proceeds, as the case may be, resulting from a Loss Event, within 365 days of consummation of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of or the receipt of such Designated Noncash Consideration being measured Insurance Proceeds or Condemnation Proceeds, as the case may be, the Company or the relevant Restricted Subsidiary shall invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds, Insurance Proceeds or Condemnation Proceeds in properties and long-term assets to replace the properties and long-term assets that were the subject of the Asset Sale or Loss Event or in assets (other than current assets) that will be used in a Permitted Line of Business, in which assets the Trustee shall have a security interest of the same priority as the priority of the security interest held by the Trustee in the Collateral subject to such Asset Sale or Loss Event. If any legally binding agreement to invest Net Cash Proceeds, Insurance Proceeds or Condemnation Proceeds referred to above in this paragraph is terminated, the Company may, within 90 days of such termination or within 365 days of such Asset Sale or Loss Event, whichever is later, invest such Net Cash Proceeds as provided above (without regard to the parenthetical relating to the legally binding agreement to invest). The amount of such Net Cash Proceeds, Insurance Proceeds or Condemnation Proceeds not so used as set forth above in this paragraph constitutes "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as an integral multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the time received principal amount thereof, plus accrued interest, if any, to the date such offer to purchase is consummated. To the extent that the aggregate principal amount of Notes tendered pursuant to such offer to purchase is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes; provided, however, that any Excess Proceeds which represent Net Cash Proceeds of Asset Sales involving Collateral or Insurance Proceeds or Condemnation Proceeds involving Collateral shall continue to remain subject to the security interest of the Trustee and without giving effect to subsequent changes Collateral for the Notes and may be invested by the Company in value assets (other than current assets) that will be used in a Permitted Line of Business, the Capital Stock, or properties and assets, of which the Trustee shall be deemed have a first priority security interest in. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be cash for purposes purchased will be selected on a pro rata basis. Upon completion of clause (ii) such offer to purchase, the amount of this provisionExcess Proceeds will be reset to zero.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset Sale58 Directors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investmentsits Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an Asset Sale of where the Company or a Designated Facility, there Restricted Subsidiary is no requirement exchanging assets held by the Company or such Restricted Subsidiary for assets held by another Person; provided that the consideration any Investment received in such exchange would be in the form of cash or Temporary Cash Investments), permitted under clause (B) below; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (A) first, to the extent the Company elects, or is required, to prepay, repay or purchase any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments, if any, thereunder in an amount equal to the principal amount so repaid; (B) second, to repurchase the Existing Notes within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale, tendered pursuant to the offer to repurchase required under the terms of the Existing Indentures, to the extent such repurchase is required prior to the Notes under the terms of the Existing Indentures; (C) third, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described in clauses (A) within 90 days and (B) above, to the extent the Company elects, to an investment in assets used or useful in businesses similar or reasonably related to the business of the Company or Restricted Subsidiary as conducted on the Issue Date (either directly or indirectly through the purchase of Capital Stock or other securities of a Person holding such assets), provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following the closing receipt of such Asset Sale, Sale Proceeds (the "Reinvestment Date") and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured at Asset Sale Proceeds; and (D) fourth, if on the time received Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $25,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes and without giving effect any other senior subordinated securities of the Company then outstanding (other than the Existing Notes that were the subject of an offer to subsequent changes in value shall be deemed purchase pursuant to be cash for purposes of clause (iiB) above), pro rata, at a purchase price in cash equal to 100% of this provision.the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. 59

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuers shall not, and shall not permit any of its their Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, and provided -------- that such investment occurs or the Issuers or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (b) any Designated Noncash Consideration received by other than the Company obtaining of financing), on or any prior to the 181st day following receipt of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5,000,000, the Issuers shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed to be cash for purposes the date of clause repurchase (ii) of this provisionan "Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investmentsits Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an Asset Sale of where the Company or a Designated Facility, there Restricted Subsidiary is no requirement exchanging assets held by the Company or such Restricted Subsidiary for assets held by another Person; provided that the consideration any Investment received in such exchange would be in the form of cash or Temporary Cash Investments), permitted under clause (B) below; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (A) first, to the extent the Company elects, or is required, to prepay, repay or purchase any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments, if any, thereunder in an amount equal to the principal amount so repaid; (B) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described in clause (A) within 90 days above, to the extent the Company elects, to an investment in assets used or useful in businesses similar or reasonably related to the business of the Company or Restricted Subsidiary as conducted on the Issue Date (either directly or indirectly through the purchase of Capital Stock or other securities of a Person holding such assets); provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following the closing receipt of such Asset Sale, Sale Proceeds (the "Reinvestment Date") and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (C) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $25,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes (including any Additional Notes) and any other senior securities of the Company then outstanding, pro rata, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to be cash for purposes of clause (ii) of this provisionrepurchase Notes.

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), ) and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by the Company or any of its Subsidiaries in connection with a subsequent sale of such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision. Notwithstanding clauses (i) and (ii) of the immediately preceding paragraph, the Company or any of the Subsidiaries may swap assets used in the business in a substantially concurrent exchange for other assets to be used in the business (such newly acquired asset or assets a "Swapped Asset"); provided, however, that (i) the aggregate LTM EBITDA for all Swapped Assets (determined for each Swapped Asset as of the time of exchange thereof) during the time in which any portion of the Senior Notes is outstanding shall not exceed $30 million, (ii) after giving effect to the asset swap on a pro forma basis, no Default or Event of Default has occurred and is continuing, (iii) LTM EBITDA for the Swapped Asset or aggregate LTM EBITDA for a related series of Swapped Assets shall be at least 80% of LTM EBITDA for the asset or related series of assets exchanged therefor, (iv) prior to consummating any such asset swap, the Company shall have delivered to the Trustee a certificate signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Company demonstrating to the reasonable satisfaction of the Trustee that, after giving effect to any such asset swap, the Company would be able to incur at least $1.00 of additional Indebtedness under the first paragraph of Section 4.6, (v) prior to consummating any Asset Swap the Company shall have provided evidence reasonably satisfactory to the Trustee demonstrating satisfaction of the requirements of the Credit Agreement relating to any such asset swap, and (vi) the Company or the relevant Guarantor shall take all steps requested by the Trustee to provide the Collateral Agent with a fully perfected Lien on or security interest in the Property being received by the Company or any of the Guarantors in connection with any such Asset Swap to the same extent as the Lien or security interest which the Collateral Agent had in the Property being exchanged by the Company or any of its Subsidiaries. With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Company or its Subsidiaries in excess of $2 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event, (in any such case, the "Collateral Proceeds Amount"), the Company shall (i) first, to the extent the Company elects (or is required by the terms of any Indebtedness), prepay, repay, redeem or purchase Senior Indebtedness of the Company or Senior Indebtedness of a Wholly-Owned Subsidiary (in each case, other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount; provided, however, that in connection with any prepayment, repayment or purchase of Senior Indebtedness pursuant to this clause (i), the Company or such Wholly-Owned Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; (ii) second, to the extent the Company elects, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Intercreditor Agreement, the Company shall cause such Property to become Collateral under the Intercreditor Agreement as and when received by the Company or by any of its Subsidiaries), that is useful in any business in which the Company is permitted to be engaged within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount; and (iii) third, make an offer (a "Collateral Proceeds Offer") for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Senior Notes equal to the Collateral Proceeds Amount to the extent of the balance of such Collateral Proceeds Amount after application in accordance with clauses (i) and (ii), 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 set forth in this Indenture. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the Company may use such portion of the Collateral Proceeds Amount that is not used to purchase Senior Notes tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer is more than the Collateral Proceeds Amount, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer, the amount of Collateral Proceeds Amount shall be deemed to be zero. Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Collateral Documents. If the Company is required to make a Collateral Proceeds Offer, the Company shall mail, within 30 days following the date on which the Company receives any Collateral Proceeds Amounts, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Company to apply the Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Person in a transaction or series of related transactions permitted under Section 5.1 hereof, the successor corporation shall be deemed to have sold the assets of the Company, the Subsidiary or the division or line of business, as the case may be, not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company, the Subsidiary or the division or line of business, as the case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the prepayment, repayment, redemption or the repurchase of Senior Notes with the Asset Sale Proceeds as required herein. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as reasonably determined for Asset Sales in excess of the Property subject to such Asset Sale$1,000,000 in good faith by its Board of Directors, as evidenced by a Board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or the Subsidiary, as the case may be, from such Subsidiary Asset Sale is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (aA) any liabilities (as shown on the Company's or a Subsidiary's most recent balance sheet) of the Company or a Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets or an Affiliate thereof pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (B) any securities, notes or other obligations received by the Company or such a Subsidiary from such transferee or an Affiliate thereof that are converted by the Company or such a Subsidiary into cash prior to the Reinvestment Date shall be deemed (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Subsidiary are applied, to the extent the Company or such Subsidiary elects, (A) to repay and permanently reduce outstanding Senior Indebtedness under the New Credit Facility, other secured Senior Indebtedness, or any other Senior Indebtedness that has a maturity date earlier than the maturity of the Notes and to permanently reduce the commitments in respect thereof; provided, however, that such repayment and commitment reduction occurs prior to the Reinvestment Date or (B) to make any Permitted Investment of the type described in clause (iiii)(C) of the definition of Permitted Investment (to the extent otherwise permitted by this provision.Indenture), acquire a controlling interest in another business, make capital expenditures or acquire other long-term assets; provided, however, that such investment occurs or the Company or a Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 270th day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") (and notifies the Trustee of the same in writing) and Asset Sale Proceeds contractually committed are so applied within 360 days following the receipt of such Asset Sale Proceeds or (C) as Excess Proceeds as set forth below. Pending the final application of any such Asset Sale Proceeds, the Company or such Subsidiary may temporarily reduce Senior Indebtedness or otherwise invest such Assex

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under "Temporary Cash Investments, "); and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required to prepay, repay or purchase Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 271st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "REINVESTMENT DATE") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 365 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5.0 million, the Company shall apply an amount equal to Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes the date of repurchase (an "EXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the Holders stating, among other things: (1) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in value cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date (the "PURCHASE DATE"), which shall be deemed no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be cash applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for purposes a period of clause 20 Business Days following its commencement (ii) the "OFFER PERIOD"). The notice, which shall govern the terms of this provision.the Excess Proceeds Offer, shall state:

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5080% of the consideration received by the Company or such Subsidiary Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, and cash equivalents (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or meaning those equivalents allowed as Temporary Cash Investments); provided, (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Salehowever, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (ax) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent liabilities of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in that are assumed by the transferee of such assets, including any Indebtedness of such a Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Subsidiary which are converted into cash within 180 days of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant (to this clause (bthe extent of cash received) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of this provision; provided, further, that the Company or such Subsidiary will not be required to comply with this clause (ii) with respect to a Permitted Asset Swap; and (iii) an amount at least equal to the Asset Sale Proceeds received by the Company or such Subsidiary are applied (a) first, to the extent the Company is required to prepay, repay or purchase Indebtedness (other than Subordinated Indebtedness) of this provision.the Company or any of its Subsidiaries, or elects to prepay, repay or purchase other senior Indebtedness of the Company, within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, to the prepayment, repayment or purchase of such Indebtedness; provided, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount at least equal to the principal amount so repaid; and, provided, further, that in the event no Indebtedness under the New Revolving Credit Facility is outstanding at the time of such Asset Sale, or to the extent the Asset Sale Proceeds exceed the amount of Indebtedness outstanding under the New Revolving Credit Facility, a permanent reduction in the commitments thereunder will constitute a repayment for purposes hereof; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company and its Subsidiaries as conducted at the time of such Asset Sale; provided, that such investment occurs or the Company or one of its Subsidiaries enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5.0 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to purchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date (an "Available Proceeds Offer"). If an Available Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to purchase Notes, and such amount shall not be considered in the calculation of Available Asset Sale Proceeds with respect to any subsequent offer to purchase Notes. If the Company is required to make an Available Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the Holders, which shall govern the terms of the Available Proceeds Offer, stating:

Limitation on Certain Asset Sales. (ai) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (ia) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to equity interests, property or assets constituting such Asset SaleSale (as determined in good faith by the Board of Directors of the Company, and evidenced by a Board Resolution); (iib) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (yc) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (1) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt or to reduce an unused commitment to lend under any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 365 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid or be applied to secure Letter of Credit Obligations; and (2) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 365th day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 365 days following the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provisionAsset Sale Proceeds.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt of the Company or any Restricted Subsidiary under the Senior Credit Facility within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in the existing businesses of the Company and its Restricted Subsidiaries or in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or such Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 181st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if, on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the Holders stating, among other things: (1) that such Holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in value cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date (the "Purchase Date"), which shall be deemed no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each Holder must follow in order to have such Notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be cash applied to the repurchase of such Notes. The Excess Proceeds Offer shall remain open for purposes a period of clause 20 Business Days following its commencement (ii) the "Offer Period"). The notice, which shall govern the terms of this provision.the Excess Proceeds Offer, shall state:

Limitation on Certain Asset Sales. (a) Neither the Company nor The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company Issuer or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value Fair Market Value of the Property subject to such Asset Sale, assets sold or otherwise disposed of; (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company Issuer or such Subsidiary applicable Restricted Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments)Equivalents, (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Saleprovided, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of any Indebtedness (aother than subordinated Indebtedness) of the Issuer or any notes or other obligations received Guarantor that is actually assumed by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at and from which the time of Issuer and the receipt of such Designated Noncash Consideration being measured at the time received Guarantors are fully and without giving effect to subsequent changes in value unconditionally released shall be deemed to be cash for purposes of clause (iii) above; and (iii) the Asset Sale Proceeds received by the Issuer or such Restricted Subsidiary, as the case may be, are applied (or, at the Issuer’s election, are deemed to have been applied to an event described under clauses (iii)(a) or (iii)(b) occurring within 45 days prior to the receipt of such Asset Sale Proceeds, provided, that the Issuer’s intent to apply Asset Sale Proceeds to such an event must have been announced by letter to the Trustee prior to the occurrence of the event) at the Issuer’s option, (a) as Excess Cash, or (b) to an Investment in properties and assets that are used or useful in the business of the Issuer or its Restricted Subsidiaries or in businesses similar to or ancillary to the business of the Issuer or its Restricted Subsidiaries as conducted at the time of such Asset Sale (and, pending such use, may be used to temporarily reduce indebtedness under the Credit Facility or may invest such Asset Sale Proceeds in any manner not prohibited by this provisionIndenture); provided that, or (c) after the Senior Secured Loan is paid in full, if on the 360th day following the receipt of the Asset Sale Proceeds, the Available Asset Sale Proceeds exceed $1.0 million, the Issuer shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an “Excess Proceeds Offer”). If an Excess Proceeds Offer is not fully subscribed, the Issuer may retain and use for general corporate purposes the portion of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, unless Sale un- less (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investmentsits Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an Asset Sale of where the Company or a Designated Facility, there Restricted Subsidiary is no requirement exchanging assets held by the Company or such Restricted Subsidiary for assets held by another Person; provided that the consideration any Investment received in such exchange would be in the form of cash or Temporary Cash Investments), permitted under clause (B) below; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (A) first, to the extent the Company elects, or is required, to prepay, repay or purchase any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments, if any, thereunder in an amount equal to the principal amount so repaid; (B) second, to repurchase Existing Notes within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale, tendered pursuant to the offer to repurchase required under the terms of the Existing Indenture; (C) third, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described in clauses (A) within 90 days and (B) above, to the extent the Company elects, to an investment in assets used or useful in businesses similar or reasonably related to the business of the Company or Restricted Subsidiary as conducted on the Issue Date (either directly or indirectly through the purchase of Capital Stock or other securities of a Person holding such assets), provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following the closing receipt of such Asset Sale, Sale Proceeds (the "Reinvestment Date") and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (D) fourth, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to be cash for purposes of clause (ii) of this provisionrepurchase Notes.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as reasonably determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by its Board of Directors); and (ii) not less than 75% of the Property subject to consideration received (which shall not include any assumed liabilities or obligations) by the Company or the Subsidiary, as the case may be, from such Asset SaleSale is in the form of cash or cash equivalents (i.e., items allowed under "Temporary Cash Investments") provided, that any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value of less than $3 million per Asset Sale or series of related Asset Sales, but in any case not to exceed $10 million in the aggregate for all transactions in any consecutive 12-month period, shall be exempt from the provisions of this clause (ii) (x) in the case of an but any consideration received from any such Asset Sales shall be deemed to be Asset Sale Proceeds for purposes of Property constituting Collateral (other than a Designated Facilitythis paragraph when reduced to cash or cash equivalents), at least 50% of and (iii) the consideration Asset Sale Proceeds received by the Company or such Subsidiary is are applied, to the extent the Company elects, (A) to repay and permanently reduce outstanding Permitted Secured Indebtedness and to permanently reduce the commitments in respect thereof, provided, however, that such repayment and commitment reduction occurs within 180 days following the form receipt of cash such Asset 49 Sale Proceeds (the "Reinvestment Date") or Temporary Cash Investments, and (yB) to an investment in assets (including Equity Interests or other securities purchased in connection with the case acquisition of all other Asset Sales, at least 33% Equity Interests or property of another person) used or useful in business similar or ancillary to the business of the consideration is in Company or such Subsidiary as conducted at the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence time of such Asset Sale, (iv) provided, however, that such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect investment occurs or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from enters into contractual commitments to make such transferee that are converted by investment, subject only to customary conditions (other than the Company obtaining of financing), on or such Subsidiary into cash (prior to the extent Reinvestment Date (and notifies the Trustee of the cash receivedsame in writing) and Asset Sale Proceeds contractually committed are so applied within 90 270 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds. Any Asset Sale Proceeds that are not applied as permitted by clause (iii) of the preceding sentence shall constitute "Excess Proceeds." If at any time the time received aggregate amount of Excess Proceeds exceeds $5 million, the Company shall offer (an "Excess Proceeds Offer") to purchase from all holders of Senior Notes, pursuant to procedures set forth in this Indenture, the maximum principal amount of Senior Notes that may be purchased with such Excess Proceeds at a purchase price in cash equal to 100% of the principal amount thereof plus accrued interest, if any, to the date of the purchase. To the extent that the aggregate amount of Senior Notes tendered pursuant to such Excess Proceeds Offer is less than the amount of Excess Proceeds, the Company may use such portion of the Excess Proceeds that is not used to purchase Senior Notes so tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of Senior Notes tendered pursuant to such Excess Proceeds Offer is more than the amount of the Excess Proceeds, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and without giving effect appropriate. Upon the completion of any Excess Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to subsequent changes in value such Excess Proceeds Offer, the amount of Excess Proceeds shall be deemed to be zero. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Company to apply the Excess Proceeds to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Excess Proceeds to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Person in a transaction or series of related transactions 50 permitted under Section 5.01 hereof, the successor corporation shall be deemed to have sold the assets of the Company, the Subsidiary or the division or line of business, as the case may be, not so transferred for purposes of clause (ii) this covenant, and shall comply with the provisions of this provisioncovenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company, the Subsidiary or the division or line of business, as the case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. Any Excess Proceeds Offer will be made in substantially the same manner as a Change of Control Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to an Excess Proceeds Offer.

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, Sale and (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Subsidiaries will Restricted Group Members to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such SubsidiaryRestricted Group Member, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the Property subject to such Asset SaleCompany, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Subsidiary from such transferee Restricted Group Member are applied (A) first, to the extent the assets that are converted by the subject of such Asset Sale constitute collateral securing only the Senior Credit Facility or Purchase Money Indebtedness and the Company is required to prepay, repay or purchase debt or to reduce an unused commitment to lend under the Senior Credit Facility or such Purchase Money Indebtedness, as the case may be, within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, but only to the extent that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (B) second, to the extent the Company elects, to an investment in assets used or useful in businesses similar or ancillary to the business of the Company or such Subsidiary into cash (to Restricted Group Member as conducted at the extent of the cash received) within 90 days following the closing time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs on or prior to the Company or any 365th day following receipt of its Subsidiaries in such Asset Sale having an aggregate fair market valueProceeds (the "Reinvestment Date"); and (C) third, taken together if, on the Reinvestment Date with all other Designated Noncash Consideration received pursuant respect to this clause (b) that is at that time outstandingany Asset Sale, not to the Available Asset Sale Proceeds exceed $50 million 5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at the time a purchase price in cash equal to 100% of the receipt principal amount thereof plus accrued and unpaid interest, if any, to the date of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause repurchase (ii) of this provisionan "Excess Proceeds Offer").

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as reasonably determined for Asset Sales in excess of the Property subject to such Asset Sale, $1,000,000 in good faith by its Board of Directors); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or the Subsidiary, as the case may be, from such Subsidiary Asset Sale is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of any liabilities (aas shown on the Company's or a Subsidiary's most recent balance sheet) of the Company or a Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any notes Guarantee thereof) that are assumed by the transferee of any such assets or other obligations an Affiliate thereof pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability; and (iii) the Asset Sale Proceeds received by the Company or such Subsidiary from such transferee are applied: (A) to repay and permanently reduce outstanding Senior Indebtedness under the HCFP Loan Documents, the Convertible Loan Documents, the Working Capital Facility, other secured Senior Indebtedness or any other Senior Indebtedness that are converted by has a maturity date earlier than the Company or such Subsidiary into cash (maturity of the Notes and to permanently reduce the commitments in respect thereof to the extent required by such Senior Indebtedness, provided, however, that such repayment and commitment reduction occurs no later than 30 days after the date of the Asset Sale; and (B) as Excess Proceeds as set forth below. Pending the final application of any such Asset Sale Proceeds, the Company may temporarily reduce Senior Indebtedness or otherwise invest such Asset Sale Proceeds in any manner that is not prohibited by this Indenture. Any Asset Sale Proceeds that are not applied as permitted by clause (iii)(A) of the preceding sentence shall constitute "Excess Proceeds." If the aggregate amount of Excess Proceeds received from any Asset Sales consummated on or after the Restatement Date exceed $500,000, the Company shall offer (an "Excess Proceeds Offer") to purchase from all Holders of Notes, pursuant to procedures set forth in this Indenture and if the Company is required to do so under the terms of any other Senior Indebtedness, to purchase from the Holders of such other Senior Indebtedness the maximum principal amount of Notes and principal of such other Senior Indebtedness that may be purchased with such Excess Proceeds at a purchase price in cash received) within 90 days following equal to 100% of the principal amount thereof plus accrued interest, if any, to the date of the purchase. To the extent that the purchase price of Notes and principal of such other Senior Indebtedness tendered pursuant to such Excess Proceeds Offer is less than the amount of Excess Proceeds, the Company may use such portion of the Excess Proceeds that is not used to purchase Notes or such other Senior Indebtedness so tendered for general corporate purposes not inconsistent with the Notes or this Indenture. If the aggregate purchase price of Notes and principal of such other Senior Indebtedness tendered pursuant to such Excess Proceeds Offer is more than the amount of the Excess Proceeds, the Notes and principal of such other Senior Indebtedness tendered will be repurchased on a basis pro rata to the amount tendered or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Excess Proceeds Offer and the closing of any repurchase of Notes and principal of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received Senior Indebtedness tendered pursuant to this clause (b) that is at that time outstandingsuch Excess Proceeds Offer, not to exceed $50 million at the time amount of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value Excess Proceeds shall be deemed to be cash for purposes of clause (ii) of this provisionzero.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the Property subject to such Asset SaleDirectors, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investmentsits Subsidiaries, and (y) in as the case of all other Asset Salesmay be, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that other than in the case of an Asset Sale of where the Company or a Designated Facility, there Restricted Subsidiary is no requirement exchanging assets held by the Company or such Restricted Subsidiary for assets held by another Person; provided that the consideration any Investment received in such exchange would be in the form of cash or Temporary Cash Investments), permitted under clause (B) below; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (A) first, to the extent the Company elects, or is required, to prepay, repay or purchase any then existing Senior Indebtedness of the Company or any Restricted Subsidiary within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment shall result in a permanent reduction of the commitments, if any, thereunder in an amount equal to the principal amount so repaid; (B) second, to repurchase the 11% Notes within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale, tendered pursuant to the offer to repurchase required under the terms of the 11% Notes Indenture; (C) third, to repurchase 9 1/8% Notes within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale, tendered pursuant to the offer to repurchase required under the terms of the 9 1/8% Indenture; (D) fourth, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described in clauses (A) within 90 days and (B) above, to the extent the Company elects, to an investment in assets used or useful in businesses similar or reasonably related to the business of the Company or Restricted Subsidiary as conducted on the Issue Date (either directly or indirectly through the purchase of Capital Stock or other securities of a Person holding such assets), provided that such investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following the closing receipt of such Asset Sale, Sale Proceeds (the "Reinvestment Date") and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (E) fifth, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to be cash for purposes of clause (ii) of this provisionrepurchase Notes.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such applicable Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to such Asset Saleassets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5080% of the consideration received by the Company or such Subsidiary applicable Subsidiary, as the case may be, is in the form of cash or Temporary Cash Investments, Equivalents; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company or any such Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase indebtedness under any then existing Senior Indebtedness of the Company or any such Subsidiary into cash within 12 months days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any such Subsidiary as conducted on the Issue Date; provided that such investment occurs on or prior to the 365th day following receipt of its Subsidiaries in such Asset Sale having Proceeds (the "Reinvestment Date"); and (c) third, if on the Reinvestment Date the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an aggregate fair market valueamount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, taken together with all at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the holders stating, among other Designated Noncash Consideration received pursuant to this clause things: (b1) that is such holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Notes at that time outstanding, not a purchase price in cash equal to exceed $50 million at the time 100% of the receipt principal amount thereof plus accrued and unpaid interest, if any, to the purchase date; (2) the purchase date, which shall be no earlier than 30 days and not later than 45 days from the date such notice is mailed; (3) the instructions that each holder must follow in order to have such Notes purchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Designated Noncash Consideration being measured at Notes. In the time received event of the transfer of substantially all of the property and without giving effect assets of the Company and its Subsidiaries as an entirety to subsequent changes a Person in value a transaction permitted under Section 5.01 below, the successor Person shall be deemed to be cash have sold the properties and assets of the Company and its Subsidiaries not so transferred for purposes of clause (ii) this covenant, and shall comply with the provisions of this provisioncovenant with respect to such deemed sale as if it were an Asset Sale. 54 -47- The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of this Indenture by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Subsidiaryits Restricted Subsidiaries, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value thereof (as determined for Asset Sales other than eminent domain, condemnation or similar government proceedings in good faith by the Company's board of the Property subject to such Asset Saledirectors, and evidenced by a board resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5085% of the consideration received by the Company or such Subsidiary its Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or such any Restricted Subsidiary into cash within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 181st day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and Asset Sale Proceeds contractually committed are so applied within 270 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, or any future Indebtedness ranking pari passu with the Notes, which Indebtedness contains similar provisions requiring the Company to repurchase such Indebtedness at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value the date of repurchase (an "Excess Proceeds Offer"); provided, however, that prior to making any such Excess Proceeds Offer, the Company may, to the extent required pursuant to the terms of Indebtedness outstanding as of the Issue Date offer to use such Available Asset Sale Proceeds not required to repurchase Notes for general corporate purposes. If the aggregate principal amount of Notes tendered pursuant to such Excess Proceeds Offer is more than the amount of the Available Asset Sale Proceeds, the Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall be deemed to be cash for purposes of clause (ii) of this provisiondeem fair and appropriate.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Subsidiaries will Restricted Subsidiary to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to such Asset Sale, thereof; (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary and its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, ; and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness or Guarantor Senior Indebtedness within 365 days following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such Subsidiary into cash repayment results in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, provided that such investment occurs on or prior to the 365th day following receipt of such Asset Sale Proceeds (the "Reinvestment Date"); and (bc) third, if on the Reinvestment Date the Available Asset Sale Proceeds with respect to any Designated Noncash Consideration received by Asset Sale exceed $5,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to purchase the Notes (which offer may, at the option of the Company, also be made on a pro rata basis to holders of all other Indebtedness of the Company ranking pari passu with the Notes or the Guarantees), at a purchase price (in the case of the Notes) in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes. Pending the final application of any such Asset Sale Proceeds in accordance with this paragraph, the Company or any of its Subsidiaries in such Restricted Subsidiary may invest such Asset Sale having an aggregate fair market valueProceeds in any manner not prohibited by the Indenture including, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstandingwithout limitation, not to exceed $50 million at the time temporary repayment of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provisionIndebtedness.

Limitation on Certain Asset Sales. (a) Neither the Company Issuers nor any of its their Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company such Issuers or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an all Asset Sale of Property constituting Collateral (other than a Designated Facility)Sales, at least 5075% of the consideration received by the Company such Issuer or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company such Issuer or such Subsidiary from such transferee that are converted by the Company such Issuer or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company such Issuer or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by Issuers or any of their Subsidiaries in connection with a subsequent sale of any such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision. With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance 43 Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Issuers or their Subsidiaries in excess of $5 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event (in any such case, the "Collateral Proceeds Amount"), the Issuers shall (i) to the extent the Issuers elect, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Collateral Trust Agreement, the Issuers shall cause such Property to become Collateral under the Collateral Trust Agreement as and when received by the Issuers or by any of its Subsidiaries), that is useful in any business in which the Issuers are permitted to be engaged within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount (or become contractually bound to do so); or (ii) to the extent permitted under Section 9.223 of the Credit Agreement as in effect on the Effective Date, make an offer (a "Collateral Proceeds Offer") for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Senior Notes equal to the Collateral Proceeds Amount to the extent the balance of such Collateral Proceeds Amount after application in accordance with clause (i) is in excess of $1 million 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 set forth in this Indenture. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the Issuers may use such portion of the Collateral Proceeds Amount that is not used to purchase Senior Notes tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer is more than the Collateral Proceeds Amount, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer, the Collateral Proceeds Amount shall be deemed to be zero. Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Collateral Documents. If the Issuers are required to make a Collateral Proceeds Offer, the Issuers shall mail, within 30 days following the date on which the Issuers receive any Collateral Proceeds Amounts, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Issuers to apply the Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Issuers, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the prepayment, repayment, redemption or the repurchase of Senior Notes with the Asset Sale Proceeds as required herein. 44 To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor shall not, and shall not permit any of its Restricted Subsidiaries will to, consummate or permit, directly or indirectly, any an Asset Sale, Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale sale or other disposition at least equal to the fair market value of the Property subject to such Asset Saleassets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company, and evidenced by a Board Resolution); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5080% of the consideration received by the Company or such Subsidiary applicable Restricted Subsidiary, as the case may be, is in the form of (x) cash or Temporary Cash Investments, and Equivalents other than in the case where the Company is undertaking a Permitted Asset Swap or (y) in the case assumption of all other Asset Sales, at least 33% any Indebtedness or liabilities reflected on the balance sheet of the consideration Company or a Restricted Subsidiary in accordance with GAAP (other than Indebtedness that is in subordinated to or pari ---- passu ----- with the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash InvestmentsNotes), ; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from such transferee that are converted by applied (a) first, to the extent the Company or any such Restricted Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase indebtedness under any then existing Senior Indebtedness of the Company or any such Restricted Subsidiary into cash within 270 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any such Restricted Subsidiary as conducted on the Issue Date; provided that (1) such investment -------- occurs or the Company or any such Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), within 270 days following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe "Reinvestment Date") that is at that time outstanding, not to exceed $50 million at the time of and (2) Asset Sale Proceeds so contractually committed are so applied within 360 days following the receipt of such Designated Noncash Consideration being measured at Asset Sale Proceeds; and (c) third, if on such 270th day in the time received case of clauses (iii)(a) and without giving effect to subsequent changes (iii)(b)(1) or on such 360th day in value shall be deemed to be cash for purposes the case of clause (iiiii)(b)(2) with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of this provisionthe principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Assets Sale Proceeds not required to repurchase Notes.

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), ) and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that (a) the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, Sale and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by the Company or any of its Subsidiaries in connection with a subsequent sale of such Designated Noncash Consideration, not to exceed exceeding $50 5 million at the time of the receipt of such Designated Noncash Consideration being (measured at the time received and without giving effect to subsequent changes in value value) shall be deemed to be cash for purposes of clause (ii) of this provision. Notwithstanding clauses (i) and (ii) of the immediately preceding paragraph, the Company or any of the Subsidiaries may swap assets used in the business in a substantially concurrent exchange for other assets to be used in the business (such newly acquired asset or assets a "Swapped Asset"); provided, however, that (i) the aggregate LTM EBITDA for all Swapped Assets (determined for each Swapped Asset as of the time of exchange thereof) during the time in which any portion of the Senior Notes is outstanding shall not exceed $[30 million], (ii) after giving effect to the asset swap on a pro forma basis, no Default or Event of Default has occurred and is continuing, (iii) LTM EBITDA for the Swapped Asset or aggregate LTM EBITDA for a related series of Swapped Assets shall be at least [80]% of LTM EBITDA for the asset or related series of assets exchanged therefor, (iv) prior to consummating any such asset swap, the Company shall have delivered to the Trustee a certificate signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Company demonstrating to the reasonable satisfaction of the Trustee that, after giving effect to any such asset swap, the Company would be able to incur at least $1.00 of additional Indebtedness under the first paragraph of Section 4.6, (v) prior to consummating any Asset Swap the Company shall have provided evidence reasonably satisfactory to the Trustee demonstrating satisfaction of the requirements of the Credit Agreement relating to any such asset swap, and (vi) the Company or the relevant Guarantor shall take all steps requested by the Trustee to provide the Collateral Agent with a fully perfected Lien on or security interest in the Property being received by the Company or any of the Guarantors in connection with any such Asset Swap to the same extent as the Lien or security interest which the Collateral Agent had in the Property being exchanged by the Company or any of its Subsidiaries. With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Company or its Subsidiaries in excess of $2 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event, (in any such case, the "Collateral Proceeds Amount"), the Company shall (i) first, to the extent the Company elects (or is required by the terms of any Indebtedness), prepay, repay, redeem or purchase Senior Indebtedness of the Company or Senior Indebtedness of a Wholly-Owned Subsidiary (in each case, other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount; provided, however, that in connection with any prepayment, repayment or purchase of Senior Indebtedness pursuant to this clause (i), the Company or such Wholly-Owned Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; (ii) second, to the extent the Company elects, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Intercreditor Agreement, the Company shall cause such Property to become Collateral under the Intercreditor Agreement as and when received by the Company or by any of its Subsidiaries), that is useful in any business in which the Company is permitted to be engaged within 365 days from the later of the date of such Asset Sale or the receipt of such Collateral Proceeds Amount; and (iii) third, make an offer (a "Collateral Proceeds Offer") for up to a maximum principal amount (expressed as an integral multiple of $1,000) of Senior Notes equal to the Collateral Proceeds Amount to the extent of the balance of such Collateral Proceeds Amount after application in accordance with clauses (i) and (ii), 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 set forth in this Indenture. To the extent that the aggregate principal amount of Senior Notes tendered pursuant to such Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the Company may use such portion of the Collateral Proceeds Amount that is not used to purchase Senior Notes tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer is more than the Collateral Proceeds Amount, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to such Collateral Proceeds Offer, the amount of Collateral Proceeds Amount shall be deemed to be zero. Pending their use as hereinabove prescribed, all Asset Sale Proceeds from Asset Sales of Property constituting Collateral, Insurance Proceeds and Condemnation Proceeds from Loss Events and non-cash consideration from Asset Sales of Property constituting Collateral, including all Collateral Proceeds Amounts, shall be applied as provided for under the Collateral Documents. If the Company is required to make a Collateral Proceeds Offer, the Company shall mail, within 30 days following the date on which the Company receives any Collateral Proceeds Amounts, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Company to apply the Collateral Proceeds Amount to repurchase such Senior Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the amount of Collateral Proceeds Amount to be applied to the repurchase of such Senior Notes. In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Person in a transaction or series of related transactions permitted under Section 5.1 hereof, the successor corporation shall be deemed to have sold the assets of the Company, the Subsidiary or the division or line of business, as the case may be, not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company, the Subsidiary or the division or line of business, as the case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the prepayment, repayment, redemption or the repurchase of Senior Notes with the Asset Sale Proceeds as required herein. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not cause or permit any of its Restricted Subsidiaries will to, consummate an Asset Sale or permit, directly or indirectly, any series of related Asset Sale, Sales unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of thereof on the Property subject date the Company or Restricted Subsidiary (as applicable) entered into the agreement to consummate such Asset SaleSale (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution of such Board of Directors); (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other not less than a Designated Facility), at least 5075% of the consideration received by the Company or such Subsidiary its Restricted Subsidiaries, as the case may be, is in the form of cash or Temporary Cash Investments, and (y) Equivalents other than in the case where the Company is exchanging all or substantially all of the assets or one or more properties operated by the Company (including by way of the transfer of capital stock) for all other Asset Salesor substantially all of the assets (including by way of the transfer of capital stock) constituting one or more properties operated by another Person, provided that at least 3375% of the consideration received by the Company (50% with respect to Emerging Market Subsidiaries) in such exchange, other than the properties, is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), Equivalents; and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations Proceeds received by the Company or such Restricted Subsidiary from are applied, at its option, (a) first, to the extent the Company elects or is required, to permanently reduce (1) Obligations under any Credit Agreement (and to correspondingly reduce commitments with respect thereto), (2) Indebtedness of the Company that ranks pari passu with the Securities and is secured by a Lien on the assets subject to such transferee that are converted Asset Sale, which Lien is permitted by this Indenture, (3) any Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company) or (4) any other Indebtedness of the Company (other than Subordinated Debt); provided that if the Company shall so reduce Obligations under such Subsidiary into cash Indebtedness set forth in this clause (4), it will equally and ratably reduce Obligations under the Securities by making an offer (in accordance with the procedures set forth below for an Excess Proceeds Offer) to all Holders of Securities to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of Securities, and, in each case, within 270 days following the receipt of the Asset Sales Proceeds from any Asset Sale; (b) second, to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to make an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) within 90 days following used or useful in businesses similar or ancillary to the closing business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale, and (b) any Designated Noncash Consideration received by provided that such Investment occurs or the Company or any a Restricted Subsidiary enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of its Subsidiaries in financing), on or prior to the 270th day following receipt of such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause Proceeds (bthe “Reinvestment Date”) that is at that time outstanding, not to exceed $50 million at the time of and Asset Sales Proceeds contractually committed are so applied within 360 days following the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds; and/or (c) third, if on the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Securities, at a purchase price in cash equal to 100% of the time received principal amount thereof plus accrued and without giving effect unpaid interest, if any, to subsequent changes in value shall be deemed to be cash for purposes the date of clause repurchase (ii) of this provisionan “Excess Proceeds Offer”).

Limitation on Certain Asset Sales. (a) Neither the The Company nor will not, and will not permit any of its Subsidiaries will to, consummate an Asset Sale other than a sale of either the stock or permitall or substantially all of the assets of Sunbelt Therapy Management Services, directly or indirectlyInc., any Asset Salean Arizona corporation, unless and its Subsidiaries for consideration at the time of such sale (i) which is at least equal to the fair market value thereof (as reasonably determined in good faith by the Company's Board of Directors); (ii) which does not include any assumed liabilities or obligations by the Company or such the Subsidiary, as the case may be, receives consideration at the time of each from such Asset Sale and (iii) at least equal to the fair market value 90% of the Property subject to such Asset Sale, (ii) (x) which is in the case form of an cash or cash equivalents (i.e., items allowed under "Temporary Cash Investments"). Any Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration Proceeds received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investmentsmay be applied, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent the Company elects, to repay and permanently reduce any outstanding Indebtedness which was secured by the assets that were the subject of the cash received) Asset Sale; provided, however, that any such repayment shall occur within 90 60 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured Asset Sale Proceeds. Any Asset Sale Proceeds that are not applied as permitted by the preceding sentence shall constitute "Excess Proceeds." If at any time there exist any Excess Proceeds, the time received Company shall offer (an "Excess Proceeds Offer") to purchase from all Holders, pursuant to the procedures set forth in this Indenture, the maximum principal amount of Senior Notes that may be purchased with such Excess Proceeds at a purchase price in cash equal to 102% of the principal amount thereof plus accrued interest, if any, to the date of repurchase. To the extent that the aggregate amount of Senior Notes tendered pursuant to such Excess Proceeds Offer is less than the amount of Excess Proceeds, the Company may use such portion of the Excess Proceeds that is not used to purchase Senior Notes so tendered for general corporate purposes not inconsistent with the Senior Notes or this Indenture. If the aggregate principal amount of Senior Notes tendered pursuant to such Excess Proceeds Offer is more than the amount of the Excess Proceeds, the Senior Notes tendered will be repurchased on a pro rata basis or by such other method as the Trustee shall deem fair and without giving effect appropriate. Upon the completion of any Excess Proceeds Offer and the closing of any repurchase of Senior Notes tendered pursuant to subsequent changes in value such Excess Proceeds Offer, the amount of Excess Proceeds shall be deemed to be zero. If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the date on which the Company receives any Excess Proceeds, notice to the holders of the Senior Notes stating, among other things: (1) that such holders have the right to require the Company to apply the Excess Proceeds to repurchase such Senior Notes at a purchase price in cash equal to 102% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each holder of Senior Notes must follow in order to have such Senior Notes repurchased; and (4) the calculations used in determining the In the event of the transfer of substantially all (but not all) of the assets of the Company or any Subsidiary of the Company or substantially all (but not all) of the assets of any division or line of business of the Company or any Subsidiary of the Company as an entirety to a Person in a transaction or series of related transactions permitted under Section 5.1 hereof, the successor corporation shall be deemed to have sold the assets of the Company, the Subsidiary or the division or line of business, as the case may be, not so transferred for purposes of clause (ii) this covenant, and shall comply with the provisions of this provisioncovenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of the Company, the Subsidiary or the division or line of business, as the case may be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of this covenant. Any Excess Proceeds Offer will be made in substantially the same manner as a Change of Control Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to an Excess Proceeds Offer.

Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value Fair Market Value of the Property subject to such Asset Sale, (ii) (x) ), in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility)Collateral, at least 5033% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments and the balance shall be in the form of obligations due no later than two years after the Asset Sale, (y) in the case of an Asset Sale of a Designated Facility, at least 20% of such consideration is in the form of cash or Temporary Cash Investments, and (yz) in the case of all other Asset Sales, at least 3350% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) the Company shall cause the Asset Sale Proceeds received in respect of a sale of Property Constituting Collateral to become Collateral as and when received by the Company or by any Subsidiary, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 30 days following the closing of such Asset Sale, and (b) in the case of an Asset Sale of Property not constituting Collateral, any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 3 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.giving