Common use of Limitations on Asset Dispositions Clause in Contracts

Limitations on Asset Dispositions. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: (x) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof and (y) not less than 70% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities. (b) The amount of (i) any Indebtedness (other than any Subordinated Indebtedness) of either the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any accounts receivable and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries and dispositions of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) the transfer of assets in connection with any other transaction permitted pursuant to Section 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction or a securitization transaction; (e) the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets in the ordinary course of its business to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents Borrower and Marketable Securities.its Subsidiaries; (b) The amount of (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Indebtedness (other than any Subordinated Indebtedness) of either the Company Borrower or any Restricted Subsidiary that is actually assumed by of its Subsidiaries to others in the transferee ordinary course of business not interfering in such Asset Disposition (provided that any material respect with the Company or Restricted Subsidiary, as business of the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company Borrower or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be.its Subsidiaries; (cj) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred dispositions in connection with Indebtedness Incurred pursuant to clause Insurance and Condemnation Events; (1k) the sale, for fair consideration, of the definition office buildings and related land and assets located at the following addresses: 0000 Xxxxxxxx Xxxxx Road, Richardson, Texas, 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx, and 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxxxx, Xxxxx; (l) dispositions of “Permitted Indebtedness” or a Credit Facility) Property in connection with sale/leaseback transactions referred to in Section 11.13 involving consideration in an aggregate amount (on a pro rata basis if or after the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount Closing Date) not to exceed $10,000,000; (m) dispositions of (i) the principal amount Property of Foreign Subsidiaries located outside of the Notes tendered in such offer to purchase United States (and (ii) the lesser not moved outside of the principal amount, or accreted value, United States in anticipation of such other Senior Indebtedness tendered disposition) having an aggregate fair market value (on or after the Closing Date) not to be repaidexceed $10,000,000; (n) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, redeemedin the reasonable good faith determination of the applicable Credit Party or its Subsidiaries, repurchased are not material to the conduct of its or cash collateralized, plusany of its Subsidiaries’ business; (o) dispositions in the ordinary course of business of tangible Property as part of a like kind exchange under Section 1031 of the Code; (p) dispositions of accounts receivable in connection with collection efforts relating thereto, in each case, accrued interest case in the ordinary course of business and consistent with past practices; and (q) additional Asset Dispositions not otherwise permitted pursuant to the date of repayment, purchase or redemption) at 100% of the principal this Section in an aggregate amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, not to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested exceed $10,000,000 in any manner not prohibited by this IndentureFiscal Year. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Section 11.4 (b) and any other transaction permitted pursuant to Section 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (e) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (g) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company Borrower and its Subsidiaries or (or such Restricted Subsidiary, as the case may beii) is exclusive licenses and sublicenses of intellectual property rights granted in the form ordinary course of cashbusiness consistent with past practice or (iii) exclusive licenses and sublicenses and assignments of intellectual property rights granted or made in the exercise of the Borrower’s reasonable business judgment, Cash Equivalents and Marketable Securities.where such exclusive license or assignment is not reasonably expected to have a Material Adverse Effect; (bh) The amount leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) any Indebtedness (other than any Subordinated Indebtedness) of either the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred dispositions in connection with Indebtedness Incurred Insurance and Condemnation Events; and (j) additional Asset Dispositions not otherwise permitted pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the this Section in an aggregate amount of (i) the principal amount of the Notes tendered in such offer not to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested exceed $5,000,000 in any manner not prohibited by this Indenturecalendar year. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any accounts receivable and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries and dispositions of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) the transfer of assets in connection with any other transaction permitted pursuant to Section 11.3 or 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction or a securitization transaction; (e) the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets in the ordinary course of its business to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents Borrower and Marketable Securities.its Subsidiaries; (b) The amount of (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Indebtedness (other than any Subordinated Indebtedness) of either the Company Borrower or any Restricted Subsidiary that is actually assumed by of its Subsidiaries to others in the transferee ordinary course of business not interfering in such Asset Disposition any material respect with the business of the Borrower or any of its Subsidiaries; (j) dispositions in connection with Insurance and Condemnation Events; provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be thereof are applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.Section 4.4(b)(ii); (ek) To the extent that the aggregate amount dispositions of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Property in connection with sale/leaseback transactions referred to in Section 11.13 involving consideration in an aggregate amount (on or after the repurchase Closing Date) not to exceed $50,000,000; provided that the Net Cash Proceeds thereof are applied pursuant to the terms of Section 4.4(b)(i); (l) dispositions of Property of Foreign Subsidiaries located outside of the Notes United States (and not moved outside of the United States in anticipation of such disposition) having an aggregate fair market value (on or after the Closing Date) not to exceed $100,000,000 during the term of this Agreement; provided that the Net Cash Proceeds thereof are applied pursuant to an Asset Sale Offer. To the extent that terms of Section 4.4(b)(i); (m) dispositions in the provisions ordinary course of any securities laws or regulations conflict with business consisting of the provisions abandonment of this Indentureintellectual property rights that, in the Issuers will comply with reasonable good faith determination of the applicable securities laws Credit Party or its Subsidiaries, are not material to the conduct of its or any of its Subsidiaries’ business; (n) dispositions in the ordinary course of business of tangible Property as part of a like kind exchange under Section 1031 of the Code; (o) dispositions of accounts receivable in connection with collection efforts relating thereto, in each case in the ordinary course of business and regulations and shall consistent with past practices; and (p) additional Asset Dispositions not be deemed otherwise permitted pursuant to have breached their obligations described this Section in this Indenture by virtue thereofan aggregate amount not to exceed $10,000,000 in any Fiscal Year.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any accounts receivable and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries and dispositions of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) the transfer of assets in connection with any other transaction permitted pursuant to Section 11.3 or 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction or a securitization transaction; (e) the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Domestic Subsidiary may transfer assets to the Borrower or any other Domestic Subsidiary, (ii) the Borrower may transfer assets in the ordinary course of its business to any Domestic Subsidiary, (iii) any Foreign Subsidiary may transfer assets to the Borrower or any Subsidiary (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) any Foreign Subsidiary may transfer assets to any other Foreign Subsidiary; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents Borrower and Marketable Securities.its Subsidiaries; (b) The amount of (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Indebtedness (other than any Subordinated Indebtedness) of either the Company Borrower or any Restricted Subsidiary that is actually assumed by of its Subsidiaries to others in the transferee ordinary course of business not interfering in such Asset Disposition any material respect with the business of the Borrower or any of its Subsidiaries; (j) dispositions in connection with Insurance and Condemnation Events; provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be thereof are applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.Section 4.4(b)(ii); (ek) To the extent that the aggregate amount dispositions of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Property in connection with sale/leaseback transactions referred to in Section 11.13 involving consideration in an aggregate amount (on or after the repurchase Closing Date) not to exceed $50,000,000; provided that the Net Cash Proceeds thereof are applied pursuant to the terms of Section 4.4(b)(i); (l) dispositions of Property of Foreign Subsidiaries located outside of the Notes United States (and not moved outside of the United States in anticipation of such disposition) having an aggregate fair market value (on or after the Closing Date) not to exceed $100,000,000 during the term of this Agreement; provided that the Net Cash Proceeds thereof are applied pursuant to an Asset Sale Offer. To the extent that terms of Section 4.4(b)(i); (m) dispositions in the provisions ordinary course of any securities laws or regulations conflict with business consisting of the provisions abandonment of this Indentureintellectual property rights that, in the Issuers will comply with reasonable good faith determination of the applicable securities laws Credit Party or its Subsidiaries, are not material to the conduct of its or any of its Subsidiaries’ business; (n) dispositions in the ordinary course of business of tangible Property as part of a like kind exchange under Section 1031 of the Code; (o) dispositions of accounts receivable in connection with collection efforts relating thereto, in each case in the ordinary course of business and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereofconsistent with past practices; and (p) any additional Asset Disposition so long as the Payment Conditions are satisfied at the time such Asset Disposition is made.

Limitations on Asset Dispositions. (a) The Company will Borrower shall not, and will shall not cause or permit any Restricted Material Subsidiary to, make any Asset Disposition unless: (xincluding, without limitation, the sale of any receivables and leasehold interests) except: (a) the Company (sale of obsolete, worn‑out or such Restricted Subsidiary, as surplus assets no longer used or usable in the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof and (y) not less than 70% business of the consideration received by the Company (Borrower or such Restricted Subsidiary, as the case may be) is in the form any of cash, Cash Equivalents and Marketable Securities.its Material Subsidiaries; (b) The amount the transfer of assets to the Borrower or any Material Subsidiary pursuant to Section 9.3 (b) and any other transaction permitted pursuant to Section 9.3; (c) the Borrower or any Material Subsidiary may write‑off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (d) dispositions of investments in cash, Marketable Securities and Cash Equivalents; (i) any Indebtedness (other than any Subordinated Indebtedness) of either Material Subsidiary may transfer assets to the Company Borrower or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted other Material Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or Borrower may transfer assets to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer.Material Subsidiary; (f) The Issuers will comply non‑exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the requirements conduct of Rule 14e-1 under the Exchange Act business of the Borrower and its Material Subsidiaries; (g) leases, subleases, licenses or sublicenses of real or personal property granted by any other securities laws and regulations thereunder Borrower or any of its Material Subsidiaries to others in the extent such laws or regulations are applicable ordinary course of business not interfering in connection any material respect with the repurchase business of the Notes pursuant to an Borrower or any of its Material Subsidiaries; and (h) Material Subsidiaries may make Asset Sale Offer. To Dispositions in the extent that ordinary course of business (including the provisions securitization of any securities laws or regulations conflict with assets in the provisions ordinary course of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereofsuch Material Subsidiary's business).

Limitations on Asset Dispositions. Make any Asset Disposition (including the sale of any receivables and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Section 11.4 (b) and any other transaction permitted pursuant to Section 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (e) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) not less than 70% of the consideration received by the Company (or such Restricted any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities.; (b) The amount of (i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any Indebtedness (other than any Subordinated Indebtedness) material respect with the conduct of either the Company or any Restricted Subsidiary that is actually assumed by business of the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from Borrower and its obligations with respect to such Indebtedness)Subsidiaries, (ii) any notes or other obligations received by exclusive licenses and sublicenses of intellectual property rights granted in the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days ordinary course of receipt thereof business consistent with past practice and (iii) exclusive licenses and sublicenses and assignments of intellectual property rights granted or made in the Fair Market Value exercise of any Property the Borrower’s reasonable business judgment, where such exclusive license or other asset (including Equity Interests of any Person that will be assignment is not reasonably expected to have a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be.Material Adverse Effect; (ch) The Net Cash Proceeds leases, subleases, licenses or sublicenses of an Asset Disposition shall, real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) dispositions in connection with Insurance and Condemnation Events; (j) dispositions of assets acquired in one or more transactions occurring after the Closing Date; provided that (i) each such disposition of assets is effected within one year after the acquisition of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) if any such disposition would, when aggregated with all other Asset Dispositions occurring in the lesser same Fiscal Year as such disposition, exceed $30,000,000 for such Fiscal Year, then the Borrower must first deliver to the Administrative Agent and the Lenders a certificate of a Responsible Officer of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plusBorrower demonstrating, in each case, accrued interest form and substance reasonably satisfactory to the date of repaymentAdministrative Agent, purchase or redemption) at 100% of that the principal amount or accreted value thereof, as Borrower is in compliance with the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period financial covenants set forth in paragraph Article X (cbased on the financial statements most recently delivered pursuant to Section 8.1(a) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”or 8.1(b), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes both before and after giving effect (on a Pro Forma Basis) to such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash disposition; and (k) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount equal not to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee5,000,000 in any calendar year. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. Make any Asset Disposition except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the disposition of inventory in the ordinary course of business; (xb) the Company disposition of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries whether now owned or hereafter acquired in the ordinary course of business; (c) the transfer of assets to the Borrower or any Guarantor pursuant to Section 9.4(b) and any other transaction permitted pursuant to Section 9.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (e) the disposition of any Hedging Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Consolidated Subsidiary may transfer assets to the Borrower or any other Guarantor, (ii) the Borrower may transfer assets to any Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal transfer) and (iv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (i) easement, rights of way, leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (j) dispositions of property to the Fair Market Value thereof extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (k) dispositions by the Borrower and its Consolidated Subsidiaries not otherwise permitted under this Section 9.5; provided that (i) at the time of such disposition, no Event of Default shall exist or would result from such disposition, (ii) the purchase price for such asset sale shall be at fair market value and (yiii) not less than 7075% of the consideration received by purchase price for such asset shall be paid to the Company (Borrower or such Restricted Subsidiary, as the case may be) is Subsidiary in the form of cash, Cash Equivalents and Marketable Securities. (b) The amount of (i) any Indebtedness (other than any Subordinated Indebtedness) of either the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (; provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) cash for purposes of determining this provision and Section 9.3(q) and for no other provision: (i) any liabilities (as shown on the percentage Borrower’s or such Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or a Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Subsidiary, that are assumed by the transferee of any such consideration assets and for which the Borrower and all of its Subsidiaries have been validly released by all creditors in writing, and (ii) any securities received by the Company Borrower or Restricted Subsidiary, as such Subsidiary from such transferee that are converted by the case may be.Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such disposition; (cl) The dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (m) transfers of property subject to casualty events upon receipt of the Net Cash Proceeds of an Asset Disposition shall, within one year such casualty event; and (n) dispositions of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in real property and related assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business ordinary course of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred business in connection with Indebtedness Incurred pursuant to clause (1) relocation activities for directors, officers, members of management, employees or consultants of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase Borrower and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indentureits Consolidated Subsidiaries. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make Engage in any Asset Disposition unless: unless (xi) the Company Company, Xxxx Corp. (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof (or at least 90% of the Fair Market Value thereof in the case of a Sale-Leaseback Transaction of a model house) and (yii) not less than 70% of the consideration received by the Company Company, Xxxx Corp. (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and/or securities (such securities (x) in the case of equity securities, that are listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market and Marketable Securities. (by) The in the case of debt securities, that are rated by a nationally recognized rating agency, listed on the New York Stock Exchange or the American Stock Exchange or are covered by at least two reputable market makers); provided that, the amount of (iA) any Indebtedness (other than any Subordinated Indebtedness) of either any of the Company Company, Xxxx Corp. or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company Company, Xxxx Corp. or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (iiB) any notes or other obligations received by the Company Company, Xxxx Corp. or any Restricted Subsidiary which are immediately converted into cash or Cash Equivalents within 60 days of receipt thereof and (iiiC) the Fair Market Value of any Property property or other asset (including Equity Interests of any Person person that will be a Restricted Subsidiary following receipt thereof) received that is are used or useful in a Real Estate Business (as defined below) (provided that to the extent that the assets disposed of in such Asset Disposition were Collateral, such property or assets are pledged as Collateral under the Security Documents substantially contemporaneously with such sale, to the extent required to do so pursuant to such Security Documents), shall be deemed to be consideration required by Section 4.10(a)(yclause (b) above for purposes of determining the percentage of such consideration received by the Company Company, Xxxx Corp. or the Restricted Subsidiary, as the case may be. (cb) The Net Cash Proceeds net cash proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of utilized in a manner permitted under the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes andNote Documents; provided that, if the Company Company, Xxxx Corp. or a the applicable Restricted Subsidiary elects or is required do not reinvest the proceeds from such Asset Dispositions as necessary to do soavoid any requirement to offer to repurchase Notes then, to repayif the cumulative repurchasing of Notes would exceed $50,000,000, purchase or redeem any other Senior Indebtedness (or the Company shall cash collateralize letters any then outstanding Letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause Credit (1at the Minimum Collateral Amount) of the definition of “Permitted Indebtedness” or and as a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest condition to the date issuance of repayment, purchase a Letter of Credit or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested increase in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceedsany Letter of Credit thereafter, the Notes and Company shall cash collateralize such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) Letters of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale OfferCredit so that at all times, the amount outstanding Letters of Excess Proceeds shall be reduced by Credit are cash collateralized (at the amount of such Asset Sales OfferMinimum Collateral Account). (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: (x) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof (or at least 90% of the Fair Market Value thereof in the case of a Sale/Leaseback Transaction of a model house), and (y) not less than 70% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities. (b) The amount of (i) any Indebtedness (other than any Subordinated Indebtedness) of either the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are immediately converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is are used or useful in a Real Estate Business (provided that to the extent that the assets disposed of in such Asset Disposition were Collateral, such Property or assets are pledged as Collateral under the Security Documents substantially contemporaneously with such sale, to the extent required to do so pursuant to such Security Documents), shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted SubsidiariesSubsidiaries (provided that to the extent that the assets disposed of in such Asset Disposition were Collateral, such assets are pledged as Collateral under the Security Documents to the extent required to do so pursuant to such Security Documents), (b) be used to permanently prepay or permanently repay any (1) Indebtedness that which had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, to the extent the assets sold were not Collateral, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness Pari-Passu Lien Obligations (or cash collateralize letters of credit that constitute Senior Indebtedness Pari-Passu Lien Obligations Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) and, if the Company or a Restricted Subsidiary elects or is required to do so and the assets disposed of were not Collateral, repay, purchase or redeem any unsubordinated Indebtedness (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and purchase, (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness Pari-Passu Lien Obligations tendered or to be repaid, redeemed, repurchased or cash collateralizedcollateralized and (iii) the lesser of the principal amount, or accreted value, of such unsubordinated Indebtedness tendered or to be repaid, repurchased or redeemed, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this the Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,00010,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness that is pari-passu with the Notes (“Pari-Passu Indebtedness”), to the holders of such Senior Pari-Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Pari-Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 10,000,000 by delivering the notice required pursuant to the terms of this the Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Pari-Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this the Indenture. If the aggregate principal amount of Notes and the Senior Pari-Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Pari-Passu Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Pari-Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this the Indenture by virtue thereof.

Limitations on Asset Dispositions. Make any Asset Disposition (including the sale of any receivables and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Section 11.4(b) and any other transaction permitted pursuant to Section 11.4; (d) the Borrower or any Subsidiary may discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations (i) made in the ordinary course of business and which remain unpaid by the account debtors, (ii) without recourse which are past due and which have been written off as uncollectible, (iii) from a Material Subsidiary to the Borrower or (iv) made in connection with the sale of a business but only with respect to the receivables directly generated by the business so sold; (e) the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as determined in good faith by the case may be) receives consideration General Partner at the time of such Asset Disposition at least equal transfer), (iv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary and (v) any Subsidiary Guarantor or the Fair Market Value thereof and Borrower may transfer assets to a Non-Guarantor Subsidiary; provided that for purposes of this clause (v), (x) such assets constitute non-core assets or (y) after giving effect to such transfer, such Non-Guarantor Subsidiary shall become a Subsidiary Guarantor; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (j) dispositions in connection with Insurance and Condemnation Events; (k) dispositions of accounts receivable to a special purpose entity Subsidiary in connection with an asset securitization program permitted by Section 11.1(n); (l) dispositions of assets in exchange for other assets having a fair market value (as determined in good faith by the Borrower) of not less than 70% that of the consideration received by assets so exchanged; (m) the Company (write-off of good will or such Restricted Subsidiary, as the case may be) is other intangibles in the form ordinary course of cash, Cash Equivalents and Marketable Securities.business; and (bn) The additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed in any Fiscal Year the greater of (i) any Indebtedness (other than any Subordinated Indebtedness) 12.5% of either the Company Consolidated Net Tangible Assets or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be$40,000,000. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: (x) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time sale of such Asset Disposition at least equal to the Fair Market Value thereof and (y) not less than 70% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is inventory in the form ordinary course of cash, Cash Equivalents and Marketable Securities.business; (b) The amount the sale of (i) any Indebtedness (other than any Subordinated Indebtedness) obsolete, worn-out or surplus assets no longer used or usable in the business of either the Company Borrower or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from of its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be.Subsidiaries; (c) The Net Cash Proceeds the transfer of an Asset Disposition shall, within one year of such Asset Disposition, at assets to the Company’s election, (a) be used by either of the Company Borrower or a Restricted any Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer any transaction permitted pursuant to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture.Section 11.4; (d) Any Net Cash Proceeds from the Asset Disposition that are Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value part of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.accounts receivable financing transaction; 43360385_8 (e) To the extent that the aggregate amount dispositions of Notes Investments in cash and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer.Cash Equivalents; (f) The Issuers will comply any Credit Party may transfer assets to any other Credit Party; (g) licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries taken as a whole; and (h) leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries taken as a whole; (i) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations Section 4.4(b) are applicable complied with in connection with therewith; and (j) the repurchase sale or other disposition of assets by the Notes pursuant to an Asset Sale Offer. To Borrower or any Subsidiary not otherwise permitted under this Section 11.5 so long as the extent that the provisions net book value of all assets sold or otherwise disposed of in any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall Fiscal Year does not be deemed to have breached their obligations described in this Indenture by virtue thereofexceed $5,000,000.

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any accounts receivable and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries and dispositions of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) the transfer of assets in connection with any other transaction permitted pursuant to Section 11.3 or 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction or a securitization transaction; (e) the disposition of any Hedge Agreement or any Permitted Bond Hedge Transaction; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets in the ordinary course of its business to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents Borrower and Marketable Securities.its Subsidiaries; (b) The amount of (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Indebtedness (other than any Subordinated Indebtedness) of either the Company Borrower or any Restricted Subsidiary that is actually assumed by of its Subsidiaries to others in the transferee ordinary course of business not interfering in such Asset Disposition any material respect with the business of the Borrower or any of its Subsidiaries; (j) dispositions in connection with Insurance and Condemnation Events; provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be thereof are applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, Section 4.4(b)(ii); (k) dispositions of Property in connection with a copy sale/leaseback transactions referred to in Section 11.13 involving consideration in an aggregate amount (on or after the Closing Date) not to exceed $50,000,000; provided that the Net Cash Proceeds thereof are applied pursuant to the Trustee.terms of Section 4.4(b)(i); (el) To dispositions of Property of Foreign Subsidiaries located outside of the extent United States (and not moved outside of the United States in anticipation of such disposition), including in connection with sale/leaseback transactions, having an aggregate fair market value (on or after the Closing Date) not to exceed $50,000,000 during the term of this Agreement; provided that the aggregate amount of Notes and such Senior Indebtedness tendered Net Cash Proceeds thereof are applied pursuant to an Asset Sale Offer is less than the Excess Proceedsterms of Section 4.4(b)(i); (m) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the Issuers may use any remaining Excess Proceeds for general corporate purposesreasonable good faith determination of the applicable Credit Party or its Subsidiaries, subject are not material to the other covenants contained conduct of its or any of its Subsidiaries’ business; (n) dispositions in the ordinary course of business of tangible Property as part of a like kind exchange under Section 1031 of the Code; (o) dispositions of accounts receivable in connection with collection efforts relating thereto, in each case in the ordinary course of business and consistent with past practices; and (p) additional Asset Dispositions having an aggregate fair market value not to exceed $50,000,000 after the First Amendment Effective Date through the term of this Indenture. If Agreement, provided that (i) the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased Borrower is in compliance on a pro rata forma basis based on with a Consolidated Total Leverage Ratio of no greater than 2.50 to 1.00 as of the principal amount end of the most recently ended Fiscal Quarter for which financial statements have been provided pursuant to Section 8.1(a) or (or accreted valueb), as applicable, after giving pro forma effect to such additional Asset Disposition and (ii) no Default or Event of Default has occurred or would result therefrom; provided, further, that the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Net Cash Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereof are applied pursuant to the extent such laws or regulations are applicable in connection with the repurchase terms of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereofSection 4.4(b)(i).

Limitations on Asset Dispositions. (a) The Company will notshall not make, and will shall not cause or permit any Restricted Subsidiary toof its Subsidiaries to make, make any Asset Disposition unless: : (xi) the Company (or such Restricted the Subsidiary, as the case may be) receives consideration at the time of each such Asset Disposition at least equal to the Fair Market Value thereof and fair market value of the shares or assets sold or otherwise disposed of (ysuch amounts in excess of $50 million determined in good faith by the Board of Directors, as evidenced by a Board resolution); (ii) not less than 7075% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cashcash or property or assets used or useful in a Power Supply Business or Capital Stock of a Person primarily engaged in a Power Supply Business, Cash Equivalents and Marketable Securities. (b) The amount of (i) provided that any Indebtedness (note or other than any Subordinated Indebtedness) of either obligation received by the Company (or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the ) that is converted into cash within 180 days of such Asset Disposition is released from its obligations with respect to and any liabilities (as shown on the Company’s or such Indebtedness), (iiSubsidiary’s most recent balance sheet) any notes or other obligations received by of the Company or any Restricted Subsidiary which that are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) assumed by the Fair Market Value transferee of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business such assets shall be deemed to be consideration required by Section 4.10(a)(y) cash for purposes of determining this clause (ii); provided further that any property or assets received from Asset Dispositions of Collateral Assets shall be either (x) pledged as Collateral under the percentage of such consideration Second-Priority Security Documents or (y) received by the Company or Restricted a Collateral Subsidiary, as the case may be.; and (ciii) The (A) first, the Net Cash Proceeds of an such Asset Disposition shall, are applied within one year 90 days from the later of the date of such Asset DispositionDisposition or the receipt of Net Cash Proceeds related thereto, at to the Company’s electionpayment of the principal of, (a) be used by either premium and interest on any First-Priority Secured Debt of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred credit) and, in connection with Indebtedness Incurred pursuant any such payment, any related loan commitment, standby facility or the like shall be permanently reduced in an amount equal to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount so repaid; provided that no such permanent reduction will be required with respect to any such payment out of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection Announced Asset Sale or with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, respect to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum first $500 million aggregate principal amount (or accreted value, as if applicable) of other repaid Debt that but for this proviso would be required to be permanently reduced; and second, (B) to the Notes and extent such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out Net Cash Proceeds are not required by the lenders, or the terms, of the Excess Proceeds at an offer price in cash in an amount equal First-Priority Secured Debt to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, be applied in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days foregoing or, if after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess being so applied there remain Net Cash Proceeds, then at the Issuers may use any remaining Excess Company’s election, such Net Cash Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.either:

Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any accounts receivable and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries and dispositions of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) the transfer of assets in connection with any other transaction permitted pursuant to Section 11.3 or 11.4; (d) the Borrower or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction or a securitization transaction; (e) the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets in the ordinary course of its business to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as the case may be) receives consideration determined at the time of such Asset Disposition at least equal to the Fair Market Value thereof transfer) and (yiv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents Borrower and Marketable Securities.its Subsidiaries; (b) The amount of (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Indebtedness (other than any Subordinated Indebtedness) of either the Company Borrower or any Restricted Subsidiary that is actually assumed by of its Subsidiaries to others in the transferee ordinary course of business not interfering in such Asset Disposition any material respect with the business of the Borrower or any of its Subsidiaries; (j) dispositions in connection with Insurance and Condemnation Events; provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be thereof are applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, Section 4.4(b)(ii); (k) dispositions of Property in connection with a copy sale/leaseback transactions referred to in Section 11.13 involving consideration in an aggregate amount (on or after the Closing Date) not to exceed $50,000,000; provided that the Net Cash Proceeds thereof are applied pursuant to the Trustee.terms of Section 4.4(b)(i); (el) To dispositions of Property of Foreign Subsidiaries located outside of the extent United States (and not moved outside of the United States in anticipation of such disposition), including in connection with sale/leaseback transactions, having an aggregate fair market value (on or after the Closing Date) not to exceed $100,000,000 during the term of this Agreement; provided that the aggregate amount of Notes and such Senior Indebtedness tendered Net Cash Proceeds thereof are applied pursuant to an Asset Sale Offer is less than the Excess Proceedsterms of Section 4.4(b)(i); (m) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the Issuers may use any remaining Excess Proceeds for general corporate purposesreasonable good faith determination of the applicable Credit Party or its Subsidiaries, subject are not material to the other covenants contained conduct of its or any of its Subsidiaries’ business; (n) dispositions in the ordinary course of business of tangible Property as part of a like kind exchange under Section 1031 of the Code; (o) dispositions of accounts receivable in connection with collection efforts relating thereto, in each case in the ordinary course of business and consistent with past practices; and (p) additional Asset Dispositions having an aggregate fair market value not to exceed $50,000,000 after the First Amendment Effective Date through the term of this Indenture. If Agreement, provided that (i) the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased Borrower is in compliance on a pro rata forma basis based on with a Consolidated Total Leverage Ratio of no greater than 2.50 to 1.00 as of the principal amount end of the most recently ended Fiscal Quarter for which financial statements have been provided pursuant to Section 8.1(a) or (or accreted valueb), as applicable, after giving pro forma effect to such additional Asset Disposition and (ii) no Default or Event of Default has occurred or would result therefrom; provided, further, that the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Net Cash Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereof are applied pursuant to the extent such laws or regulations are applicable in connection with the repurchase terms of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereofSection 4.4(b)(i).

Limitations on Asset Dispositions. Make any Asset Disposition (including the sale of any receivables and leasehold interests) except: (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: the sale of inventory in the ordinary course of business; (xb) the Company sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Section 10.4(b) and any other transaction permitted pursuant to Section 10.4; (d) the Borrower or any Subsidiary may discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations (i) made in the ordinary course of business and which remain unpaid by the account debtors, (ii) without recourse which are past due and which have been written off as uncollectible, (iii) from a Material Subsidiary to the Borrower or (iv) made in connection with the sale of a business but only with respect to the receivables directly generated by the business so sold; (e) the disposition of any Hedge Agreement; (f) dispositions of Investments in cash and Cash Equivalents; (g) (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor (provided that, in connection with any such transfer, the Borrower or such Restricted Subsidiary, Subsidiary Guarantor shall not pay more than an amount equal to the fair market value of such assets as determined in good faith by the case may be) receives consideration General Partner at the time of such Asset Disposition at least equal transfer), (iv) any Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary and (v) any Subsidiary Guarantor or the Fair Market Value thereof and Borrower may transfer assets to a Non-Guarantor Subsidiary; provided that for purposes of this clause (v), (x) such assets constitute non-core assets or (y) after giving effect to such transfer, such Non-Guarantor Subsidiary shall become a Subsidiary Guarantor; (h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not less than 70% interfering, individually or in the aggregate, in any material respect with the conduct of the consideration received by business of the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents Borrower and Marketable Securities. (b) The amount of its Subsidiaries; (i) leases, subleases, licenses or sublicenses of real or personal property granted by any Indebtedness (other than any Subordinated Indebtedness) of either the Company Borrower or any Restricted Subsidiary that is actually assumed by of its Subsidiaries to others in the transferee ordinary course of business not interfering in such Asset Disposition (provided that any material respect with the Company or Restricted Subsidiary, as business of the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company Borrower or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted its Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.;

Limitations on Asset Dispositions. (a) The Company No Credit Party will, nor will not, and will not cause or it permit any Restricted Subsidiary of its Subsidiaries to, make any Asset Disposition unless: (xincluding, without limitation, in connection with any Sale and Leaseback Transaction), in one transaction or a series of transactions, except (a) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof and (y) not less than 70% of the consideration received Sale Leaseback Transactions permitted by the Company (or such Restricted Subsidiaryterms of Section 9.12, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities. (b) The amount of so long as (i) no Default or Event of Default shall exist on the date of, or shall result from, any Indebtedness such transaction (other than any Subordinated Indebtedness) of either the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect including after giving effect to such Indebtednesstransaction on a pro forma basis) and (ii) such transaction is permitted under the Senior Subordinated Note Indenture, Permitted Asset Dispositions, and (c) so long as (i) no Default or Event of Default shall exist on the date of, or shall result from, any such transaction (including after giving effect to such transaction on a pro forma basis), (ii) any notes or other obligations received by such transaction is permitted under the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof Senior Subordinated Note Indenture, and (iii) such transaction is permitted under Section 9.15 (if applicable), other Asset Dispositions; provided that (x) the Fair Market Value aggregate amount of all such Asset Dispositions (other than the Permitted Asset Dispositions) does not exceed (A) in any Property Fiscal Year, five percent (5%) of Total Assets (measured as of the last day of the immediately preceding Fiscal Year) or other asset (including Equity Interests B) during the term of any Person that will be a Restricted Subsidiary following receipt thereofthis Agreement, fifteen percent (15%) received that is used of Total Assets (measured as of December 31, 2000), and (y) the Credit Parties shall within the Application Period, apply (or useful in a Real Estate Business shall be deemed cause to be consideration required by Section 4.10(a)(yapplied) for purposes of determining an amount equal to the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an any such Asset Disposition shallto (I) make Eligible Reinvestments or (II) prepay the Loans (and provide cash collateral in respect of the L/C Obligations) in accordance with the terms of Section 2.3(b)(ii)(A); provided that if such Asset Disposition includes any Collateral, within one year and the Borrower does not otherwise apply such proceeds to make Eligible Reinvestments, the Borrower shall apply an amount equal to the amount of such Asset Disposition, at proceeds received in respect of such Collateral to prepay the Company’s election, Secured Obligations (aas defined in the Security Agreement) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize collateralizing letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1but only after all outstanding loans under the same facility have been prepaid) of the definition of “Permitted Indebtedness” or a Credit Facilityguaranty obligations) (on a pro rata basis if basis. Upon a sale of assets permitted by this Section 9.5 and the amount available for Security Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such repayment, purchase, redemption or cash collateralization documentation as is less than reasonably necessary to evidence the aggregate amount of (i) the principal amount release of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid Administrative Agent's security interest, if any, to in such assets, including, without limitation, amendments or terminations of UCC financing statements, if any, and the date release of repurchasesuch Credit Party from all of its obligations, repayment or redemptionif any, under the Loan Documents. Pending any such final application under this paragraph, of the Net Cash Proceeds of any Asset Disposition, the Borrower or any Consolidated Subsidiary may be used apply such Net Cash Proceeds to temporarily reduce Indebtedness the Revolving Credit Loans or otherwise be invested to make investments in any manner not prohibited by this IndentureCash Equivalents." (ds) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders Section 9.6 of the Notes and, if required Credit Agreement is hereby amended by the terms of any Senior Indebtedness, to the holders of deleting such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes section in its entirety and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance replacing it with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.following:

Limitations on Asset Dispositions. (a) The Company will Borrower shall not, and will shall not cause or permit any Restricted Material Subsidiary to, make any Asset Disposition unless: (xincluding, without limitation, the sale of any receivables and leasehold interests) except: (a) the Company (sale of obsolete, worn-out or such Restricted Subsidiary, as surplus assets no longer used or usable in the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof and (y) not less than 70% business of the consideration received by the Company (Borrower or such Restricted Subsidiary, as the case may be) is in the form any of cash, Cash Equivalents and Marketable Securities.its Material Subsidiaries; (b) The amount the transfer of assets to the Borrower or any Material Subsidiary pursuant to Section 9.3 (b) and any other transaction permitted pursuant to Section 9.3; (c) the Borrower or any Material Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (d) dispositions of investments in cash, Marketable Securities and Cash Equivalents; (i) any Indebtedness (other than any Subordinated Indebtedness) of either Material Subsidiary may transfer assets to the Company Borrower or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted other Material Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be. (c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credit Facility) (on a pro rata basis if the amount available for such repayment, purchase, redemption or cash collateralization is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other Senior Indebtedness tendered or Borrower may transfer assets to be repaid, redeemed, repurchased or cash collateralized, plus, in each case, accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase, repayment or redemption. Pending any such application under this paragraph, Net Cash Proceeds may be used to temporarily reduce Indebtedness or otherwise be invested in any manner not prohibited by this Indenture. (d) Any Net Cash Proceeds from the Asset Disposition that are not invested or applied as provided and within the time period set forth in paragraph (c) above (which will include the Fair Market Value of any Cash Equivalents and Marketable Securities received in connection with such Asset Disposition which have not been converted into cash) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25,000,000 by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (e) To the extent that the aggregate amount of Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Senior Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and such Senior Indebtedness will be purchased on a pro rata basis based on the principal amount (or accreted value, as applicable) of the Notes and such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amount of such Asset Sales Offer.Material Subsidiary; (f) The Issuers will comply non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the requirements conduct of Rule 14e-1 under the Exchange Act business of the Borrower and its Material Subsidiaries; (g) leases, subleases, licenses or sublicenses of real or personal property granted by any other securities laws and regulations thereunder Borrower or any of its Material Subsidiaries to others in the extent such laws or regulations are applicable ordinary course of business not interfering in connection any material respect with the repurchase business of the Notes pursuant to an Borrower or any of its Material Subsidiaries; and (h) Material Subsidiaries may make Asset Sale Offer. To Dispositions in the extent that ordinary course of business (including the provisions securitization of any securities laws or regulations conflict with assets in the provisions ordinary course of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereofsuch Material Subsidiary’s business).