Common use of Limitations on Asset Sales Clause in Contracts

Limitations on Asset Sales. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly cause, make or indirectly, consummate any suffer to exist an Asset Sale of any Term Loan First Lien Collateral, unless: (1i) the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets included in such Asset Sale; andsold or otherwise disposed of; (2ii) except in the case of a Permitted Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by in the holder form of such Indebtedness, cash or Cash Equivalents (b) provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which the Borrower or such Restricted Subsidiary has been validly released by all creditors in writing, (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are within 60 days converted by the Parent Borrower or such Restricted Subsidiary to into cash (to the extent of the cash actually so received) within 180 days following the closing of such Asset Sale and (C) any Designated Noncash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (I) $125,000,000 and (II) 1.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose); (iii) an amount equal to 100% of the Net Proceeds of such Asset Sale (less, in the case of the sale of Capital Stock of a Person, the amount allocable to the inventory and related assets of such Person, as determined by the Borrower in good faith) is paid directly by the purchaser thereof to the Agent to be held in trust for application in accordance with Section 2.20; and (cb) the Fair Market Value of The Borrower shall not, and shall not permit any assets Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale (other than securitiesan Asset Sale of Term Loan First Lien Collateral), unless unless: (i) the Borrower or such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any receives consideration at the time of such Asset Sale is repaid or converted into or at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; (ii) except in the case of for a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or such Restricted Subsidiary, other than interest received with respect liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such non-cash consideration), then assets (or a third party on behalf of the date of such repayment, conversion or disposition shall be deemed to constitute transferee) and for which the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent Borrower or such Restricted Subsidiary shallhas been validly released by all creditors in writing, no later than 360 (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability closing of such revolving credit facility; Asset Sale and (2C) repay any Indebtedness which was secured Designated Noncash Consideration received by the assets sold Borrower or such Restricted Subsidiary in such Asset Sale; and/or Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3C) invest all or any part that is at that time outstanding, not to exceed the greater of (I) $125,000,000 and (II) 1.75% of Total Assets at the time of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control receipt of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 millionDesignated Noncash Consideration, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to do so)subsequent changes in value, in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum cash for purposes of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer this provision and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto for no other purpose); and (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use iii) the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply such Asset Sale are applied in accordance with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance2.20.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) unless at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of the preceding clause (2a), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b2) the amount of any obligations or Publicly Traded Securities received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii). (b) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.12. (c) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness satisfy all mandatory repayment obligations under any revolving credit facility, effect a permanent reduction in the availability Credit Facility arising by reason of such revolving credit facilityAsset Sale; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or; (3) in the case of any Asset Sale by a Foreign Subsidiary, repay any liability of one or more Foreign Subsidiaries; (4) (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); and/or (5) make a Net Proceeds Offer (and redeem Pari Passu Indebtedness) in accordance with the procedures described below and in this Indenture. The amount of Net Available Proceeds not applied or invested as provided in clauses (1), (2), (3) or (4) of this paragraph Section 4.12(c) will constitute “Excess Proceeds.” ” (d) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 20.0 million, the Issuer shall be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture , and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (e) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The . (f) In the event of the transfer of substantially all (but not all) of the assets of the Issuer shall comply with applicable tender offer rules, including and the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant Restricted Subsidiaries as an entirety to a Net Proceeds Offer. To the extent that Person in a transaction covered by and effected in accordance with the provisions of any securities laws or regulations conflict with Article 5, the successor shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.094.12, and the Issuer successor shall comply with the applicable securities laws and regulations and shall not be provisions of this Section 4.12 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to have breached its obligations under this Section 4.09 by virtue of this compliancebe Net Available Proceeds for such purpose).

Limitations on Asset Sales. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration unless at the time of such Asset Sale transaction and after giving effect thereto and to the use of proceeds thereof, (a) no Default shall have occurred and be continuing, (b) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets included sold or otherwise disposed of, and (c) in such the case of an Asset Sale; and (2) Sale other than an Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally in the form of cash or Cash Equivalents; provided that the amount of: (1) any liabilities (as reflected in the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms expressly subordinated in right of payment to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by the holder of such Indebtednessall creditors in writing, (b2) the amount of any securities, notes or other similar obligations received by the Issuer or such Restricted Subsidiary from such transferee that are within 60 days converted by the Parent Issuer or such Restricted Subsidiary to into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of the cash actually so received)such Asset Sale, and (c3) any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed an amount equal to the greater of $100.0 million and 3.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of any assets (other than securitieseach item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, cash or a portion thereof, Cash Equivalents for general corporate purposes, subject to the provisions purposes of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act provision and any for no other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliancepurpose.

Limitations on Asset Sales. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any an Asset Sale of any all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, unless: (1i) the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets included in such Asset Sale; andsold or otherwise disposed of; (2ii) except in the case of a Permitted Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), by the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by in the holder form of such Indebtedness, cash or Cash Equivalents (b) provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which the Borrower or such Subsidiary has been validly released by all creditors in writing, (B) any securities, notes or other obligations or assets received by the Borrower or such Subsidiary from such transferee that are within 60 days converted by the Parent Borrower or such Restricted Subsidiary to into cash (to the extent of the cash actually so received), and (c) within 180 days following the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control closing of such entityAsset Sale and (C) any Designated Noncash Consideration received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent Borrower or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in Sale having an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to fair market value, taken together with all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered Designated Noncash Consideration received pursuant to a Net Proceeds Offerthis clause (C) that is at that time outstanding, plus accrued and unpaid interest thereonnot to exceed $10,000,000, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum cash for purposes of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer this provision and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto for no other purpose); and (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use iii) the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply such Asset Sale are applied in accordance with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance2.09.

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: : (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and Sale and (2) at least 7570% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of clause (2this Section 4.06(a), the following shall be are deemed to be cash: : (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, ; (bii) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and ; and (ciii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If 4.06. (b) In the event that the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereofreceipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom to: (1) repay any to permanently repay, prepay, redeem or repurchase (x) Obligations under Indebtedness secured by Permitted Liens pursuant to clauses (13), (14), (16), and (17) of the definition of “Permitted Liens” (whose commitments shall be correspondingly reduced permanently upon such repayment or prepayment), (y) Obligations under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all Securities or any part other Pari Passu Indebtedness of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary of the Company; provided that if the Parent or any such Restricted Subsidiary shall so repay or prepay any such other Pari Passu Indebtedness, the Parent will reduce Obligations under the Securities on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) redeeming notes as described under Section 5 of the Securities, (B) making an offer (in accordance with the procedures set forth in Section 4.06(c) and (d) for an Asset Sale Offer) to all Holders to purchase their Securities at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Securities to be repurchased or (C) purchasing Securities through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law, at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (z) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary of the Company; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; (4) to acquire Additional Assets or improve or develop existing assets to be used in a Permitted Business; or (5) to make any combination of the foregoing payments, redemptions, repurchases or investments. The amount Pending the final application of any Net Available Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in this paragraph Section 4.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15,000,000, the Issuer Parent shall, or shall be required to cause the Company to, make an Asset Sale Offer to Purchase from all Holders and, of Securities and if applicable, redeem the Company elects (or make an offer to do so) any Pari Passu Indebtedness is required by the terms of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness), pro rata in proportion all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, purchase the maximum aggregate principal amount of Notes Securities and such Pari Passu Indebtedness Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, that may be redeemed out of purchased with an amount equal to the amount (the “Payment Amount”) of such Excess Proceeds; (2) the Proceeds at an offer price for the Notes shall be payable in cash in an amount equal to not less than 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not less than the amount of the Notes tendered pursuant to a Net Proceeds Offeraccreted value thereof at such time, plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such Net Proceeds Offer is consummated (offer, in accordance with the “Offered Price”), and procedures set forth in this Indenture. In the redemption price for such event that the Parent or any Restricted Subsidiary of the Company prepays any Pari Passu Indebtedness (that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the “Parent or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. After the completion of an Asset Sale, the Parent and its Restricted Subsidiaries may make an Asset Sale Offer prior to the time they are required to do so by the first sentence of this paragraph. If the Parent or any Restricted Subsidiary completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Company and its Restricted Subsidiaries shall be deemed to have complied with this Section 4.06 with respect to the application of such Net Available Proceeds, and any such Net Available Proceeds remaining after completion of such Asset Sale Offer may be used by the Parent and its Restricted Subsidiaries for any purpose not prohibited by this Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not provided by this Indenture. If the aggregate principal amount of Securities and other Pari Passu Indebtedness Price”) shall tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the Securities and such other Pari Passu Indebtedness to be as set forth in the related documentation governing such Indebtedness; (3) if purchased on a pro rata basis based on the aggregate Offered Price principal amount of Notes the Securities and the other Pari Passu Indebtedness to be purchased validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon withdrawn. Upon completion of such Net Proceeds Offer in accordance with the foregoing provisionseach Asset Sale Offer, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall will be deemed to be reset at zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto . (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. d) The Issuer Parent shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase each repurchase of Notes Securities pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.06, the Issuer Parent shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.09 4.06 by virtue of this such compliance.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1i) the Parent The Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and; (2ii) at At least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. ; and (iii) With respect to any Asset Sale of any Notes Collateral, the Net Available Proceeds from such Asset Sale are paid directly by the purchaser thereof to an Asset Sale Proceeds Account over which the Noteholder Collateral Agent has a fully perfected first-priority lien (subject to Permitted Liens) pursuant to arrangements reasonably satisfactory to the Noteholder Collateral Agent for application in accordance with this Section 6.11. (b) For purposes of clause (2ii) of Section 6.11(a), the following shall be deemed to be cash: (ai) the The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (bii) the The amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (ciii) the The Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii). (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, pursuant to Section 6.11(b)(ii) above in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds6.11.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1a) the Parent Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset SaleSale after giving effect to any indemnification, adjustment of purchase price, earn-out or similar adjustment; and (2b) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2b), the following shall be deemed to be cash: (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) ), accounts payable and accrued expenses of the Parent Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect pursuant to which the Parent a customary written novation or assumption agreement that releases Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,Subsidiary from further liability; (bii) the amount of any obligations received from such transferee that are within 60 days due and payable or reasonably expected to be converted by the Parent Borrower or such Restricted Subsidiary to cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (iii) any Designated Non-cash Consideration received by Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the extent greater of (i) $20,000,000 and (ii) 3.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash actually so received)Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose; and (civ) the Fair Market Value of (x) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Borrower or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes (y) Equity Interests in a Person that is a Restricted Subsidiary and the Parent or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary acquires voting and management control immediately upon the acquisition of such entityPerson by Borrower or (z) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount a combination of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do sox) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”y), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. The Parent Subject to Article VI hereof and until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall notbe binding on the Company, and shall not permit neither the Company nor any Restricted Subsidiary tomay, directly or indirectly, consummate any an Asset Sale unless: Sale, unless the Company (1) the Parent or such Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (reasonably evidenced by a good faith resolution of the Board of Directors or the board of directors or comparable governing body of such Restricted Subsidiary, whose resolution shall be conclusive) of the assets included in such Asset Sale; and (2) at least 75% sold or otherwise disposed of, provided that the aggregate fair market value of the total consideration received in such from any Asset Sale or series of related Asset Sales consists that is not in the form of cash or Cash Equivalents shall not, when aggregated with the fair market value of all other noncash consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date that has not been converted into cash or Cash Equivalents. For purposes , exceed 10% of clause the Consolidated Net Assets of the Company at the time of the Asset Sale under consideration; and, provided, further, however, that the amount of (2)x) any liabilities of the Company or any Restricted Subsidiary (other than liabilities that are Incurred in connection with or in contemplation of such Asset Sale) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) for purposes of this provision. Within 180 days after the Fair Market Value receipt of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Cash Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in from an Asset Sale, the Parent or Company may apply such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Cash Proceeds therefrom to: in its sole discretion (1a) to permanently repay any Indebtedness under the Bank Credit Facilities andFacility (and to permanently reduce the commitment thereunder for purposes of clause (a)(vi) of Section 5.02 hereof) or (b) to acquire all or substantially all of the assets of, or Capital Stock representing a majority of the voting power in the case election of any such Indebtedness directors or other governing body of, another Permitted Business, (c) to make a capital expenditure or (d) to acquire other assets not classified as current under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all GAAP that are used or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely useful in a Permitted Business. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used Net Cash Proceeds in any manner that is not prohibited by the Parent or any Restricted Subsidiary in the Permitted Businessthis First Supplemental Indenture. The amount of Any Net Available Cash Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million10,000,000, the Issuer Company shall be required to make an Offer offer to Purchase from all Holders and, if applicable, of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this First Supplemental Indenture with respect to offers to purchase or redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any of sales of assets (an “Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Sale Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, purchase the maximum principal amount of Notes and Pari Passu such other pari passu Indebtedness that may be redeemed purchased out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the , at an offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, thereof plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (of purchase, in accordance with the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as procedures set forth in this First Supplemental Indenture and such other pari passu Indebtedness. To the related documentation governing extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Indebtedness; (3) if Excess Proceeds for any purpose not otherwise prohibited by this First Supplemental Indenture. If the aggregate Offered Price principal amount of Notes validly and such other pari passu Indebtedness tendered and not withdrawn into such Asset Sale Offer surrendered by Holders thereof exceeds the pro rata portion amount of Excess Proceeds, the Payment Amount allocable to Trustee shall select the Notes, Notes and such other pari passu Indebtedness to be purchased shall be selected on a pro rata basis; and (4) upon . Upon completion of such Net offer to purchase (and without regard to whether all Excess Proceeds Offer in accordance with the foregoing provisionsare used therefor), the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be reset at zero. To Any Asset Sale Offer shall be conducted by the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply Company in compliance with applicable tender offer ruleslaw, including the requirements including, without limitation, Section 14(e) of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09Rule 14e-1 thereunder, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceif applicable.

Limitations on Asset Sales. The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives its Subsidiaries receive consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets or Capital Stock included in such Asset Sale; and Sale (2as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution) at least 75and (ii) not less than 50% of such consideration is in the total consideration received in such Asset Sale or series of related Asset Sales consists form of cash or Cash Equivalents. For purposes of Equivalents (provided, however, that this clause (2ii) shall not be applicable to a transaction involving assets acquired and designated as held for sale, which assets represent in aggregate since the date of the Indenture 5% or less of the net tangible assets previously acquired by the Company or a Subsidiary pursuant to acquisitions since the date of the Indenture and which assets are disposed of no later than one year following their initial acquisition). The Net Proceeds of Asset Sales shall, the following shall be deemed to be cash: within 360 days of receipt thereof, (a) be reinvested in the lines of business of the Company or any of its Subsidiaries immediately prior to such investment; (b) be applied to the payment of the principal of, and interest on, Senior Indebtedness; (c) be utilized to make any Investment in any other Person permitted under this Indenture; or (d) be applied to an offer (an "Asset Sale Offer") to purchase outstanding Securities. In any such Asset Sale Offer, the Company shall offer to purchase Securities on a pro rata basis (unless such method is otherwise prohibited, in which case the Securities to be purchased shall be selected by lot, with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased, or in such other manner as the Trustee shall deem fair and equitable), at a purchase price equal to 100% of the aggregate principal amount (without duplication) of any Indebtedness (other than Subordinated Indebtednessthe Securities, plus accrued and unpaid interest to the date of purchase, in the manner set forth in this Indenture. Any Asset Sale Offer will be conducted in compliance with applicable tender offer rules, including Section 14(e) of the Parent Exchange Act and Rule 14e-1 thereunder. Any Net Proceeds remaining immediately after the completion of any Asset Sale Offer may be used by the Company or its Subsidiaries for any purpose not inconsistent with the other provisions of this Indenture. Notwithstanding the provisions of the immediately preceding paragraph, the Company and its Subsidiaries may, in the ordinary course of business (or, if otherwise than in the ordinary course of business, upon receipt of a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view to the Company or such Restricted Subsidiary of the proposed transaction), exchange all or a portion of its property, businesses or assets for property, businesses or assets that, or Capital Stock of a Person all or substantially all of whose assets, are of a type used in a healthcare related business, or a combination of any such property, businesses or assets, or Capital Stock of such a Person and cash or Cash Equivalents; provided that (i) there shall not exist immediately prior or subsequent thereto a Default or an Event of Default, (ii) a majority of the disinterested members of the Board of Directors of the Company shall have approved a resolution of the Board of Directors that such exchange is expressly assumed by fair to the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, and (biii) the amount of any obligations cash or Cash Equivalents received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect pursuant to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof exchange shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any manner applicable to Net Proceeds of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of the immediately preceding paragraph; and provided, further, that any Capital Stock of a Person received in such an exchange pursuant to this Indenture. The Issuer paragraph shall comply with applicable tender offer rulesbe owned directly by the Company or a Subsidiary of the Company and, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection when combined with the purchase Capital Stock of Notes pursuant to such person already owned by the Company and its Subsidiaries, shall result in such Person becoming a Net Proceeds Offer. To Wholly Owned Subsidiary of the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceCompany.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1i) the Parent The Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and; (2ii) Either at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. ; and (iii) With respect to any Asset Sale of any Notes Collateral, the Net Available Proceeds from such Asset Sale are paid directly by the purchaser thereof to an Asset Sale Proceeds Account over which the Noteholder Collateral Agent has a fully perfected first-priority lien (subject to Permitted Liens) pursuant to arrangements reasonably satisfactory to the Noteholder Collateral Agent for application in accordance with this Section 6.11. (b) For purposes of clause (2ii) of Section 6.11(a), the following shall be deemed to be cash: (ai) the The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (bii) the The amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (ciii) the The Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii). (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, pursuant to Section 6.11(b)(ii) above in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 6.11. (d) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, by no later than 360 days 12 months following the later of the consummation thereofthereof and the Issuer’s or Restricted Subsidiary’s receipt of the Net Available Proceeds, apply have applied all or any of the Net Available Proceeds therefrom to: (1i) If such Net Available Proceeds are proceeds of an Asset Sale of any asset that constitutes Collateral, prepay permanently or repay permanently any Indebtedness secured by such Collateral Security Documents; provided, that if such Net Available Proceeds are proceeds of an Asset Sale of ABL Collateral, such Net Available Proceeds shall be applied as required under the ABL Facility; (ii) If such Net Available Proceeds are proceeds of any Asset Sale (other than an Asset Sale of Collateral), to permanently reduce any Other Pari Passu Indebtedness; provided, however, that if any Pari Passu Indebtedness is so reduced, the Issuer will equally and ratably reduce Indebtedness under the Credit Facilities andNotes by making an offer to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, in plus accrued and unpaid interest, if any, the case pro rata principal amount of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility;Notes; or (2iii) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in in, or make capital expenditure with respect to, the Permitted Business, (B) acquire Equity Interests in a Person that is a Guarantor or in a Person engaged in a Permitted Business that shall become a Guarantor immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). The Issuer will be deemed to have complied with the provisions set forth in clause (d) of this Section 6.11 if (i) within 365 days after the Asset Sale that generated the Net Available Proceeds, the Issuer (or the applicable Restricted Subsidiary) has entered into and not abandoned or rejected a binding agreement to acquire all or substantially all of the assets of, or any Equity Interests of another Permitted Business or to make a capital expenditure or acquire other assets that are used or useful in a Permitted Business or to make a capital expenditure or acquire other assets that are used or useful in a Permitted Business and that acquisition or capital expenditure is thereafter completed within 180 days after the end of such 365-day period or (ii) in the event such binding agreement described in the preceding clause (i) is canceled or terminated for any reason before such Net Available Proceeds are applied, the Issuer (or the applicable Restricted Subsidiary) enters into another such binding commitment within 180 days of such cancellation or termination of the prior binding commitment; provided that if any second binding commitment is later canceled or terminated for any reason or not entered into before such Net Available Proceeds are applied within 180 days of such second binding commitment, then such Net Available Proceeds shall constitute Excess Proceeds (as defined below). In addition, during the period following the entering into of a binding agreement with respect to an Asset Sale and prior to the consummation thereof (which period cannot exceed 365 days), cash (whether or not actual Net Available Proceeds of such Asset Sale) used for the purposes described in subclause (A), (B) and (C) of this clause (iii) that are designated as uses in accordance with this clause (iii), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be Net Available Proceeds applied in accordance with this clause (iii). The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 6.11(d) will constitute “Excess Proceeds.” ” (e) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 15.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) purchase or redeem any Other Pari Passu Indebtedness Lien Obligations of the Issuer the provisions of which require the Issuer to redeem such Indebtedness do so with the proceeds from any Asset Sales (or offer to do so)Sales, in an aggregate principal amount of Notes and such Other Pari Passu Indebtedness Lien Obligations equal to the amount of such Excess Proceeds as follows: (1i) the The Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) purchase or redeem any such other Other Pari Passu IndebtednessLien Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed), pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemedredeemed or purchased, the maximum principal amount of Notes and Other Pari Passu Indebtedness Lien Obligations that may be purchased or redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2ii) the The offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Other Pari Passu Indebtedness Lien Obligations (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3iii) if If the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4iv) upon Upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. , if applicable, and released from the Asset Sale Proceeds Account. (f) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Other Pari Passu Indebtedness Lien Obligations is less than the Payment Amount relating thereto (such shortfall difference constituting a “Net Proceeds DeficiencySurplus”), the Issuer may use the Net Proceeds DeficiencySurplus, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. (g) Upon the commencement of a Net Proceeds Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at is registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (i) That the Net Proceeds Offer is being made pursuant to this Section; (ii) The Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “Net Proceeds Payment Date”); (iii) That any Notes not tendered or accepted for payment shall continue to accrue interest; (iv) That, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (v) That Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Proceeds Payment Date; (vi) That Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (vii) That if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (viii) That Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (h) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on the Net Proceeds Payment Date. (i) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided, that each such new Note shall be in principal amount of $1,000 or an integral multiple thereof. However, if the Net Proceeds Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the Close of Business on such Record Date, and no Additional Interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (j) The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.096.11, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 6.11 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) unless at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of the preceding clause (2a), the following shall be deemed to be cash: (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary (A) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such IndebtednessIndebtedness or (B) in respect of which neither the Issuer nor any Restricted Subsidiary has any obligation following such Asset Sale, (bii) the amount of any obligations or Publicly Traded Securities received from such transferee that are within 60 180 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and, (ciii) the Fair Market Value of (A) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. , (B) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (C) a combination of (A) and (B), and (iv) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) that is at that time outstanding, not to exceed the greater of (x) $20.0 million and (y) 1.0% of Consolidated Total Assets as of the end of the most recently ended fiscal quarter for which internal financial statements are available, in each case at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.12. (c) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1i) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness satisfy all mandatory repayment obligations under any revolving credit facility, effect a permanent reduction in the availability Credit Facility arising by reason of such revolving credit facilityAsset Sale; (2ii) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or; (3iii) in the case of any Asset Sale by a Foreign Subsidiary, repay any liability of one or more Foreign Subsidiaries; (iv) (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); and/or (v) make a Net Proceeds Offer (and redeem Pari Passu Indebtedness) in accordance with the procedures described below and in this Supplemental Indenture. The amount of Net Available Proceeds not applied or invested as provided in clauses (i), (ii), (iii) or (iv) of this paragraph Section 4.12(c) will constitute “Excess Proceeds.” ” (d) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 20.0 million, the Issuer shall be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1i) the Issuer shall (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Supplemental Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2ii) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Supplemental Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3iii) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4iv) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (e) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposesany purposes not prohibited by this Supplemental Indenture. (f) Upon the commencement of a Net Proceeds Offer, the Issuer shall deliver a notice to the Trustee and to each Holder. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (i) that the Net Proceeds Offer is being made pursuant to this Section 4.12; (ii) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notice is delivered (the “Net Proceeds Payment Date”); (iii) that any Notes not tendered or accepted for payment shall continue to accrue interest; (iv) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (v) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Net Proceeds Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (vii) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount allocable to the Notes, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); (viii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry); (ix) any other procedures that a Holder must follow to accept a Net Proceeds Offer or effect withdrawal of such acceptance; and (x) the name, address and telephone number of the Paying Agent. (g) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to proration if the provisions aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent an amount of this Indenture. U.S. legal tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so accepted; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. (h) The Issuer shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. (i) The Paying Agent shall promptly as practicable deliver to each Holder of Notes properly tendered the Offered Price for such Notes, and the Trustee shall promptly as practicable authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Net Proceeds Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (j) The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.094.12, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the provisions of this Section 4.09 4.12 by virtue of this compliance.

Limitations on Asset Sales. The Parent shall not(a) Subject to the provisions of Article V hereof, and shall not permit neither the Company nor any Restricted Subsidiary tomay, directly or indirectly, consummate any an Asset Sale unless: Sale, unless the Company (1) the Parent or such Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (reasonably evidenced by a good faith resolution of the Board of Directors) of the assets included in such Asset Sale; and (2) at least 75% sold or otherwise disposed of, provided that the aggregate fair market value of the total consideration received in such from any Asset Sale or series of related Asset Sales consists that is not in the form of cash or Cash Equivalents will not, when aggregated with the fair market value of all other noncash consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date that has not been converted into cash or Cash Equivalents. For purposes , exceed 10% of clause the Consolidated Net Assets of the Company at the time of the Asset Sale under consideration; and, provided, further, however, that the amount of (2)x) any liabilities of the Company or any Restricted Subsidiary (other than liabilities that are Incurred in connection with or in contemplation of such Asset Sale) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, the following shall be deemed to be cash:cash (to the extent of the cash received) for purposes of this provision. (ab) Within one year after any Asset Sale, the amount Company (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be) shall apply 100% of the Net Cash Proceeds from such Asset Sale as follows: (A) to repay any outstanding Indebtedness of any Restricted Subsidiary or any unsubordinated Indebtedness of the Company, provided that the Company may repay unsecured Indebtedness that is unconditionally released pari passu in right of payment with the Notes only if the Company shall, prior to or simultaneously therewith, make an irrevocable, unconditional offer to Holders to purchase Notes on a pro rata basis in an amount equal to the Net Cash Proceeds from such Asset Sale multiplied by a fraction, the numerator of which is the principal amount of the Notes then outstanding and the denominator of which is the principal amount of the Notes then outstanding plus the aggregate amount of outstanding unsecured Indebtedness other than the Notes ranking pari passu in right of payment with the Notes that is to be repaid with such Net Cash Proceeds and, provided, further, that the Company shall not be required to offer to repurchase the Notes unless the amount available for such repurchase is at least $20,000,000 or (B) to replace the properties and assets that were the subject of the Asset Sale, or to acquire or improve properties and assets that will be used by the holder Company and its Restricted Subsidiaries in the ordinary course of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), andbusiness. (c) Notwithstanding the Fair Market Value of any assets (other than securitiesforegoing, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and to the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by extent the Parent Company or any Restricted Subsidiary to be used by it in the Permitted Business. If at receives securities or other noncash property or assets as proceeds of any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds Company will not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer any application of such noncash proceeds as described in the immediately preceding paragraph until it receives cash or cash equivalent proceeds from a sale, repayment, exchange, redemption or retirement of or extraordinary cash dividend or return of capital on such noncash property. (d) To the extent the Company is required to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness purchase the Notes pursuant to this Section 4.12 (an "Asset Sale Offer"), the Company will so notify the Trustee in writing by delivery of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or an Officers' Certificate and will offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to purchase from all Holders, and will purchase from Holders accepting such Asset Sale Offer on the date fixed for the closing of such Asset Sale Offer (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed"Asset Sale Offer Date"), the maximum principal amount (expressed as a multiple of $1,000) of Notes and Pari Passu Indebtedness that may be redeemed purchased out of the amount Net Cash Proceeds, at an offer price (the “Payment Amount”"Asset Sale Offer Price") of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, thereof plus accrued and unpaid interest thereoninterest, if any, to the date such Net Proceeds Asset Sale Offer is consummated (the “Offered Price”)Date, and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zeroprocedures as described below. To the extent that the sum of the aggregate Offered Price amount of Notes tendered pursuant to a Net Proceeds an Asset Sale Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount Net Cash Proceeds relating thereto (such shortfall constituting a “Net Proceeds Deficiency”)thereto, then the Issuer Company may use the Net Proceeds Deficiencysuch Excess Proceeds, or a portion thereof, for general corporate purposes. Upon completion of an Asset Sale Offer, subject the amount of Net Cash Proceeds will be reset to zero. (e) In the event the aggregate principal amount of Notes surrendered by the Holders exceeds the amount of Net Cash Proceeds available to such Holders, the Company will select the Notes to be purchased on a pro rata basis from all Notes so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the provisions unpurchased portion of the Notes surrendered. (f) Not later than one Business Day prior to the Asset Sale Offer Date in connection with which the Asset Sale Offer is being made, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Asset Sale Offer (on a pro rata basis if required pursuant to this Indenture), (ii) deposit with the Paying Agent money sufficient, in immediately available funds, to pay the purchase price of all Notes or portions thereof so accepted, and (iii) deliver to the Paying Agent an Officers' Certificate identifying the Notes or portions thereof accepted for payment by the Company. The Issuer shall comply Paying Agent will promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Asset Sale Offer Price of the Notes purchased from each such Holder. Any Notes not so accepted will be promptly mailed or delivered by the Paying Agent at the Company's expense to the Holder thereof. (g) Any Asset Sale Offer will be conducted by the Company in compliance with applicable tender offer ruleslaw, including the requirements including, without limitation, Section 14(e) of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09Rule 14e-1 thereunder, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceif applicable.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% (or, solely in the case of any Asset Sale to create any Health Management Joint Venture, 50%) of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2) (and not for purposes of determining the Net Available Proceeds with respect to the application and purchase offer provisions in this Section 4.10), the following shall be deemed to be cash: (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (bii) the amount of any obligations received from such transferee that are within 60 one hundred eighty (180) days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and; (ciii) the Fair Market Value of (x) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (y) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (z) a combination of (x) and (y); and (iv) the Fair Market Value of any Equity Interests for which the Issuer or such Restricted Subsidiary has a contractual right to require the registration of such Equity Interests under the Securities Act or the applicable securities laws of the jurisdiction in which such securities are listed on a Major Foreign Exchange (“Designated Non-Cash Consideration”); provided, however, that no consideration received in an Asset Sale will constitute Designated Non-Cash Consideration if and to the extent that the classification of such consideration as Designated Non-Cash Consideration would cause the aggregate amount of all such Designated Non-Cash Consideration outstanding at that time to exceed 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) If at any time any non-cash consideration (including any Designated Non-Cash Consideration) received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.10. (c) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any (or, in the Issuer’s discretion, none) of the Net Available Proceeds therefrom to: (1) repay any (i) Indebtedness under any Credit Facility (including any Credit Agreement), (ii) other Indebtedness (other than Subordinated Indebtedness) of the Credit Facilities andIssuer or any Restricted Subsidiary that is secured by a Lien permitted by clause (14) or (27) of the definition of “Permitted Liens,” or (iii) Indebtedness of a Restricted Subsidiary that is not a Guarantor (so long as the assets subject to such Asset Sale are assets of a Subsidiary that is not a Guarantor), and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility, in each case if and to the extent permitted under the terms of such Indebtedness; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/oror (3i) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities), unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businessincluding expenditures for research and development activities, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (ii) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (iii) a combination of (i) and (ii). The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” The Issuer or such Restricted Subsidiary may repay Indebtedness under a revolving Credit Facility during the 360 days following the consummation of such Asset Sale without effecting a permanent reduction in the availability under such revolving credit facility, pending application of such proceeds pursuant to clause (1), (2) or (3) of this Section 4.10(c) or their use as Excess Proceeds in accordance with the next paragraph, and such repayment shall not be considered an application of Net Available Proceeds for purposes of this paragraph; provided, however, that, if such Net Available Proceeds are not applied after 360 days for any purpose other than the repayment of a revolving credit facility, a permanent reduction in the availability under such revolving credit facility shall then be required in order for such repayment to be considered an application of Net Available Proceeds for purposes of this paragraph. (d) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 50.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Pari Passu Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (ai) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (bii) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, on a pro rata basis (or on as nearly a pro rata basis as is practicable) in proportion to the respective principal amounts of the Notes and such other Pari Passu Indebtedness required to be redeemed, the maximum principal amount of Notes (in each case in whole in a principal amount of $1,000 or integral multiples thereof; provided, however, that no Note will be purchased in part if such Note would have a remaining principal amount of less than $2,000) and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basisbasis (or on as nearly a pro rata basis as is practicable); and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (e) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer , and the amount of Excess Proceeds with respect to such Net Proceeds Offer shall comply with applicable tender offer rules, including be deemed to be zero. (f) Upon the requirements commencement of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with send or cause to be sent, by first class mail, a notice to the applicable securities laws Trustee and regulations and shall not be deemed to have breached each Holder at its obligations under this Section 4.09 by virtue of this compliance.registered

Limitations on Asset Sales. (a) The Parent shall Issuer and the Co-Issuer will not, and shall will not permit any Restricted Subsidiary Subsidiary, other than WML or WML’s subsidiaries in accordance with the WML Credit Agreements, to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer, the Co-Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. . (b) For purposes of clause (2a)(2), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer, the Co-Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer, the Co-Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b2) the amount of any securities, notes or other obligations received from such transferee that are within 60 90 days converted by the Parent Issuer, the Co-Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer, the Co-Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or the Co-Issuer or (iii) a combination of (i) and (ii). (c) If at any time any non-cash consideration received by the Parent Issuer, the Co-Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.13. (d) If the Parent Issuer, the Co-Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer, the Co-Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply amounts equal to all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case If such Net Available Proceeds are proceeds of an Asset Sale of any such Indebtedness under any revolving credit facilityasset, effect a permanent reduction in the availability of such revolving credit facility; (2) prepay permanently or repay permanently any Indebtedness which was secured by the assets Collateral sold in such Asset Sale; and/orprovided, that if such Net Available Proceeds are proceeds of an Asset Sale of the Revolving Facility First-Priority Collateral, such Net Available Proceeds shall be applied as required under the Revolving Credit Facility; (2) If such Net Available Proceeds are proceeds of an Asset Sale of any assets or properties of WML or any of its Subsidiaries, apply such Net Available Proceeds as and to the extent required under the WML Credit Agreements or in connection with any consent, waiver or amendment thereto provided by the WML lenders thereunder; provided, that Net Available Proceeds that are proceeds of an Asset Sale of any properties or assets of WML or any of its Subsidiaries shall constitute “Excess Proceeds” (as defined below) only if and to the extent permitted to be distributed to the Issuer by WML or any of its Subsidiaries under the WML Credit Agreements and the WML Security Agreements; (3) If such Net Available Proceeds are proceeds of any Asset Sale (other than an Asset Sale of any asset that constitutes WML Collateral), to permanently reduce any Pari Passu Indebtedness; provided, however, that if any Pari Passu Indebtedness is so reduced, the Issuer and the Co-Issuer will equally and ratably reduce Indebtedness under the Notes by making an offer to all Holders of the Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, the pro rata principal amount of the Notes; or (4) invest all or any part of the Net Available Proceeds thereof in (A) the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer, the Co-Issuer or any Restricted Subsidiary in the a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C). The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 4.13(d) will constitute “Excess Proceeds.” ” (e) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basisbasis or as nearly a pro rata basis as is practicable (subject to the procedures of the Depository Trust Company); and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (f) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. (g) In the event of the transfer of substantially all (but not all) of the assets of the Issuer, the Co-Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01, the successor Person shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer, the Co-Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.13, and the successor Person shall comply with the provisions of this Section 4.13 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). (h) Upon the commencement of a Net Proceeds Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.13; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notice is mailed (the “Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date; (5) that Holders electing to have a Note purchased pursuant to any Net Proceeds Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three Business Days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than two Business Days prior to the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (i) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer; (2) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on the Net Proceeds Payment Date. (j) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Net Proceeds Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (k) The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.13, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.09 4.13 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Sale unless: (1other than to the Company or another Restricted Subsidiary) unless (i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) sold or otherwise disposed of, and at least 7585% of the total consideration received in by the Company or such Restricted Subsidiary from such Asset Sale or series of related Asset Sales consists is in the form of cash or Cash Equivalents. For purposes of clause Equivalents and (2), the following shall be deemed to be cash: (aii) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of Net Proceeds received by the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in from such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. the following paragraphs. (i) If all or a portion of the Parent Net Proceeds of any Asset Sale are not required to be applied to repay permanently any Senior Indebtedness of the Company then outstanding as required by the terms thereof, or the Company determines not to apply such Net Proceeds to the permanent prepayment of any Restricted Subsidiary engages in an Senior Indebtedness outstanding or if no such Senior Indebtedness is then outstanding, then the Company may within 180 days of the Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of invest the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all Company or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a one or more Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted BusinessSubsidiaries. The amount of such Net Available Proceeds not applied neither used to permanently repay or prepay Senior Indebtedness nor used or invested as provided set forth in this paragraph will constitute “constitutes "Excess Proceeds.” " (ii) When the aggregate amount of Excess Proceeds from one or more Asset Sales equals $5,000,000 or exceeds $10.0 millionmore, the Issuer Company shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount apply 100% of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion within 180 days subsequent to the respective principal amounts consummation of the Notes and such other Indebtedness required Asset Sale which resulted in the Excess Proceeds equalling $5,000,000 or more to be redeemed, the maximum principal amount purchase of Notes and Pari Passu Indebtedness that may be redeemed out of Securities tendered to the amount Company for purchase at a price (the “Payment Amount”"Asset Sale Purchase Price") of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offerthereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase pursuant to an offer to purchase made by the Company (an "Asset Sale Offer") with respect to the Securities. Any Asset Sale Offer may include a pro rata offer under similar circumstances to purchase other Senior Indebtedness requiring a similar offer. (c) Until such time as the Net Proceeds from any Asset Sale are applied in accordance with this Section 1009, such Net Proceeds Offer is consummated (shall be segregated from the “Offered Price”), other assets of the Company and the redemption price for such Pari Passu Indebtedness Subsidiaries and invested in cash or Cash Equivalents, except that the Company or any Restricted Subsidiary may use any Net Proceeds pending the utilization thereof in the manner (and within the “Pari Passu Indebtedness Price”time period) described above, to repay revolving loans (under the Credit Agreements or otherwise) without a permanent reduction of the commitment thereunder. (d) Any Asset Sale Offer shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer made substantially in accordance with the foregoing provisions, the amount procedures described under Section 1109 hereof. The Company shall cause a notice of Excess Proceeds with respect to which such Net Proceeds any Asset Sale Offer was made shall be deemed to be zeromailed to the Holders at their registered addresses not less than 30 days nor more than 60 days before the purchase date. Such notice shall contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Securities in an amount exceeding the sum Asset Sale Offer, Securities of tendering Holders shall be repurchased on a pro rata basis (based on amounts tendered). (e) In the aggregate Offered Price event the Company is required to make an Asset Sale Offer at a time when the Company is prohibited from making such Offer, the Company shall, on or prior to the date that the Company is required to make an Asset Sale Offer, to (i) seek the consent of Notes tendered its lenders to repurchase the Securities pursuant to a Net Proceeds such Asset Sale Offer and or (ii) refinance the aggregate Pari Passu Indebtedness Price paid that prohibits such Asset Sale Offer; provided, however, that the failure to make or -------- ------- consummate the Asset Sale Offer as provided herein shall constitute an Event of Default. (f) The Company shall comply, to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”)extent applicable, the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and any other applicable securities laws and or regulations in connection with any offer to repurchase and the purchase repurchase of Notes pursuant the Securities as described above. (g) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual restriction (other than restrictions not more restrictive taken as a Net Proceeds Offer. To whole (as determined in good faith by the extent chief financial officer of the Company) than those in effect under Existing Indebtedness, and Indebtedness under the Credit Agreements) that would materially impair the ability of the Company to comply with the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance1009.

Limitations on Asset Sales. The Parent shall not, and shall not permit any Restricted Subsidiary (including the Issuer) to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary (including the Issuer) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) ), accounts payable and accrued expenses of the Parent or such Restricted Subsidiary (including the Issuer) that is expressly assumed by the transferee in such Asset Sale and and, in the case of any such Indebtedness, with respect to which the Parent Issuer or such Restricted SubsidiarySubsidiary (including the Issuer), as the case may be, is unconditionally released by the holder of such Indebtedness,, and, in the case of any such accounts payable and accrued expenses, that are paid in full, satisfied or discharged within 90 days of such assumption; (b) the amount of any notes, obligations or securities received from such transferee that are within 60 90 days converted by the Parent or such Restricted Subsidiary (including the Issuer) to cash (to the extent of the cash actually so received), ; and (c) the Fair Market Value of (i) any fixed assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary (including the Issuer) to be used by it in the a Permitted Business, (ii) Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Parent or a Restricted Subsidiary (including the Issuer) or (iii) a combination of (i) and (ii). If at any time any non-cash consideration received by the Parent or any Restricted SubsidiarySubsidiary (including the Issuer), as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary (including the Issuer) engages in an Asset Sale, the Parent or such Restricted Subsidiary (including the Issuer) shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay satisfy all mandatory repayment obligations under any Indebtedness under the Credit Facilities andFacility arising by reason of such Asset Sale, and in the case of any such Indebtedness repayment under any revolving credit facilityCredit Facility, effect a permanent reduction in the availability of under such revolving credit facilityCredit Facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or; (3A) invest (or enter into a definitive agreement to invest) all or any part of the Net Available Proceeds thereof in the purchase of fixed assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary (including the Issuer) in the a Permitted Business, (B) acquire (or enter into a definitive agreement to acquire) Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition, (C) capital expenditures, or (D) a combination of (A), (B) and (C); and/or (4) make a Net Proceeds Offer (and redeem Pari Passu Indebtedness) in accordance with the procedures described below and in this Indenture; provided, however, that if the Net Available Proceeds from such Asset Sale are greater than $50.0 million, the Parent or Restricted Subsidiary shall, no later than 30 days following the consummation thereof, apply such Net Available Proceeds to item 2 above and/or to commence a Net Proceeds Offer and shall not apply the Net Available Proceeds for any other purpose set forth above. The amount of Net Available Proceeds not applied or invested as provided in this paragraph for Asset Sales will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Parent or the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Parent or the Issuer or any Guarantor the provisions of which require the Parent or the Issuer or any Guarantor to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Parent or the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to to, but not including, the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds DeficiencyExcess”), the Parent or the Issuer may use the Net Proceeds DeficiencyExcess, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Parent and the Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 14e 1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Parent and the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance. The Issuer’s obligation to make an Offer to Purchase shall be satisfied if a third party makes the offer in the manner and at the times otherwise in compliance with the requirements herein.

Limitations on Asset Sales. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal transaction (or, if earlier, the date of the commitment to enter into such transaction) and after giving effect thereto and to the Fair Market Value use of proceeds thereof, (a) no Default shall have occurred and be continuing, and (b) the assets included in such Asset SaleConsolidated Leverage Test would be satisfied; and (2) at least 75% of the total consideration received in if such Asset Sale involves the disposition of Collateral, the Issuer or series such Subsidiary has complied with the provisions of related Asset Sales consists of cash or Cash Equivalentsthis Indenture and the Security Documents. For purposes of The Issuer shall deliver to the Trustee an Officers’ Certificate certifying that the conditions described in clause (2), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09above have been satisfied. If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness satisfy all mandatory repayment obligations under the Credit Facilities Agreements arising by reason of such Asset Sale and, in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility; (2) with respect to Asset Sales of Collateral, repay other Permitted Parity Indebtedness of the Issuer and the Guarantors that ranks pari passu with the Notes; (3) repay any Indebtedness which was secured by the assets sold in such Asset SaleSale or any Indebtedness to which the Notes and the Note Guarantees are structurally subordinated; and/oror (34) (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). The amount of Net Available Proceeds not applied or invested as provided in this paragraph will shall constitute “Excess Proceeds.” To the extent Net Available Proceeds are received by a Foreign Subsidiary and the Issuer determines that the application of such Net Available Proceeds in compliance with this paragraph would result in material adverse tax consequences to the Issuer or any of its Subsidiaries, such Net Available Proceeds shall not be subject to the requirements of this paragraph and shall not be included in Excess Proceeds. When the aggregate amount of Excess Proceeds equals or exceeds $10.0 50.0 million, the Issuer shall be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu other Permitted Parity Indebtedness that ranks pari passu with the Notes of the Issuer and the Guarantors the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu other Permitted Parity Indebtedness that ranks pari passu with the Notes equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu IndebtednessPermitted Parity Indebtedness that ranks pari passu with the Notes, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu other Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the redemption price for such Pari Passu other Permitted Parity Indebtedness that ranks pari passu with the Notes (the “Pari Passu Parity Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Parity Indebtedness Price paid to the holders of such Pari Passu other Permitted Parity Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01, the successor shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this covenant, and the successor shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 4.08 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless: (1) the Parent Company or such any of its Restricted Subsidiary Subsidiaries receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value (for the avoidance of doubt, the Fair Market Value may be determined at the time a contract is entered into for an Asset Sale) of the assets included in such Asset Saleor Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration received in such the Asset Sale by the Company or series of related Asset Sales consists such Restricted Subsidiary is in the form of cash or Cash Equivalents. . (b) For purposes of clause (2Section 4.13(a), each of the following shall be deemed to be cash: (a1) any Indebtedness or other liabilities, as shown on the amount Company’s most recent consolidated balance sheet or the notes thereto, of the Company or any of its Restricted Subsidiaries (without duplicationother than liabilities that are expressly subordinated to the Notes or any Guarantee) that are assumed, repaid or retired by the transferee (or a third party on behalf of the transferee) of any Indebtedness such assets; (2) any securities, notes or other than Subordinated Indebtedness) obligations received by the Company or any such Restricted Subsidiary from such transferee or any other Person on account of such Asset Sale that are, within 180 days of the Parent Asset Sale, converted, sold or exchanged by the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent into cash or such Restricted SubsidiaryCash Equivalents, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received)or Cash Equivalents received in that conversion, andsale or exchange; (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entityother than assets that are classified as current assets under GAAP) received by the Parent Company or any Restricted Subsidiary to be used by it in a Permitted Business (including, without limitation, Vessels and Related Assets), (ii) Capital Stock in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the Permitted Business. If at acquisition of such Person by the Company or (iii) a combination of (i) and (ii); and (4) any time any nonDesignated Non-cash consideration Consideration received by the Parent Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.13(b) that is at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 4.0% of Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (c) Within 365 days (subject to extensions pursuant to Section 4.13(d)) after the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries shall apply such Net Proceeds to: (1) repay or prepay any and all obligations under the Credit Facilities or any other Secured Indebtedness and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) acquire all or substantially all of the assets of, or any Capital Stock of, a Person engaged in a Permitted Business; provided that in the case of acquisition of Capital Stock of any Person, such Person is or becomes a Restricted Subsidiary of the Company; (3) make a capital expenditure; (4) acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels and Related Assets); (5) make an Asset Sale Offer (and purchase or redeem other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) in accordance with the provisions of this Section 4.13 and the other provisions of this Indenture; and/or (6) any combination of the transactions permitted by the foregoing clauses (1) through (5). (d) A (A) binding contract to apply Net Proceeds in accordance with clauses (2) through (4) above shall toll the 365-day period in respect of such Net Proceeds or (B) determination by the Company to potentially apply all or a portion of such Net Proceeds towards the exercise an outstanding Purchase Option Contract shall toll the 365-day period in respect of such Net Proceeds, in each case, for a period not to exceed 365 days from the expiration of the aforementioned 365-day period, provided that such binding contract and such determination, in each case, shall be treated as a permitted application of Net Proceeds from the date of such binding contract until and only until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) (i) in the case of any Construction Contract or any Exercised Purchase Option Contract (including any outstanding Purchase Option Contract exercised during the 365-day period referenced in clause (B) above), the date of expiration or termination of such Construction Contract or Exercised Purchase Option Contract and (ii) otherwise, the 365th day following the expiration of the aforementioned 365-day period (clause (i) or clause (ii) as applicable, the “Reinvestment Termination Date”). If such acquisition or expenditure is not consummated on or before the Reinvestment Termination Date and the Company (or the applicable Restricted Subsidiary, as the case may be) shall not have applied such Net Proceeds pursuant to clauses (1) through (6) above on or before the Reinvestment Termination Date, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition binding contract shall be deemed not to constitute the date have been a permitted application of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09Proceeds. If Pending the Parent or final application of any Restricted Subsidiary engages in an Asset SaleNet Proceeds, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all Company or any of its Restricted Subsidiaries may temporarily reduce outstanding Indebtedness or otherwise invest the Net Available Proceeds therefrom to:in any manner that is not prohibited by this Indenture. (1e) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Any Net Proceeds from Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds Sales that are not applied or invested as provided in this paragraph will Section 4.13(c) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 15.0 million, the Issuer Co-Issuers shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any (an “Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Sale Offer”) to all Holders, Holders and (b) redeem (or make an offer to do so) any such all holders of other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of Indebtedness that is pari passu with the Notes and such other Indebtedness required containing provisions similar to be redeemed, those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and Pari Passu such other pari passu Indebtedness that may be redeemed required to be purchased out of the amount Excess Proceeds (the “Payment Amount”) of such Excess Proceeds; (2) the ). The offer price for the Notes in any Asset Sale Offer shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date such Net Proceeds Offer is consummated of purchase (the “Offered Price”), and shall be payable in cash, and the offer or redemption price for such Pari Passu pari passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such Excess Proceeds may be used for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Co-Issuers or the agent for such other pari passu Indebtedness shall select such other pari passu Indebtedness to be purchased on a pro rata basis (with adjustments so that no Notes or other pari passu Indebtedness are purchased, redeemed or repaid in unauthorized denominations). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Co-Issuers may elect to satisfy their obligations to make an Asset Sale Offer prior to the expiration of the relevant period or with respect to Excess Proceeds of $15.0 million or less. (f) Upon the commencement of an Asset Sale Offer, the Co-Issuers shall send, or cause to be sent, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section and that, to the extent lawful, all Notes tendered and not withdrawn will be accepted for payment (unless prorated); (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “Asset Sale Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (4) that, unless the Company defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Asset Sale Payment Date; (6) that Holders shall be entitled to withdraw their election if the Co-Issuers, the Depository or the Paying Agent, as the case may be, receives, not later than two Business Days prior to the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate Offered Price principal amount of Notes validly tendered and not withdrawn surrendered by Holders thereof exceeds the Payment Amount, the Co-Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Co-Issuers so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (g) On the Asset Sale Payment Date, the Co-Issuers shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Co-Issuers. The Co-Issuers shall inform the Holders of the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Payment Date. (h) The Paying Agent shall promptly mail or pay by wire transfer to each Holder whose Notes have been properly tendered the Offered Price for such Notes, Notes and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be purchased transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be selected in principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. So long as no payment Default or Event of Default has occurred and is continuing, and to the extent not applied to make payments on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisionsNotes, the amount Paying Agent shall return to the Co-Issuers any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of Excess Proceeds with respect to which such Net Proceeds Offer was made the Offered Price. However, if the Asset Sale Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders Person in whose name a Note is registered at the close of business on such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”)Record Date, the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject and no additional interest shall be payable to Holders who tender Notes pursuant to the provisions of this Indenture. Asset Sale Offer. (i) The Issuer Co-Issuers shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase each repurchase of Notes pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.13, the Issuer Co-Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 4.13 by virtue of this such compliance.

Limitations on Asset Sales. The Parent (a) Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectlyconsummate an Asset Sale; provided, however, any Restricted Subsidiary may consummate any an Asset Sale unlessif: (1) the Parent or such Restricted Subsidiary (in the case of a sale of its property or assets or the issuance of its Equity Interests (other than in a merger or consolidation)) or another Restricted Subsidiary or the Borrower (in the case of a merger or consolidation) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value fair market value of the assets included in such Asset Saleor Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration received in such the Asset Sale by such Restricted Subsidiary (in the case of a sale of its property or series assets or the issuance of related Asset Sales consists its Equity Interests (other than in a merger or consolidation)) or another Restricted Subsidiary or the Borrower (in the case of a merger or consolidation) is in the form of cash or Cash Equivalents. . (b) For purposes of clause (2)this provision, each of the following shall be deemed to be cash: (a1) any liabilities, as shown on the amount (without duplication) Borrower’s most recent consolidated balance sheet, of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale and with respect assets pursuant to which the Parent or a customary novation agreement that releases such Restricted SubsidiarySubsidiary from such liabilities; (2) any securities, as the case may be, is unconditionally released notes or other obligations received by the holder of such Indebtedness, (b) the amount of Borrower or any obligations received Restricted Subsidiary from such transferee that are are, within 60 180 days of the Asset Sale, converted by the Parent or such Restricted Subsidiary to into cash (or Cash Equivalents, to the extent of the cash actually so receivedor Cash Equivalents received in that conversion; and (3) any stock or assets of the kind referred to in clause (2) or (4) of Section 6.06(c), and. (c) Within twelve (12) months and five (5) Business Days after the Fair Market Value receipt of any assets (other than securitiesNet Cash Proceeds from an Asset Sale, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businessor, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash considerationclauses (2) and (3) of this Section 6.06(c), then if a contract for such investment has been entered into within twelve (12) months and five (5) Business Days after the receipt of any Net Cash Proceeds from an Asset Sale, within 180 days of the date of such repaymentcontract (but only if such 180th day occurs later than the end of such twelfth month), conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Borrower may cause its Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, to apply all or any of the those Net Available Cash Proceeds therefrom toat its option: (1) to repay any secured Indebtedness (other than Indebtedness owed to Borrower or a Restricted Subsidiary) permitted to be incurred under the Credit Facilities and, in if the case of any such Indebtedness under any repaid is revolving credit facilityIndebtedness, effect a permanent reduction in the availability of such revolving credit facilityto correspondingly reduce commitments with respect thereto; (2) repay any Indebtedness which was secured by to acquire all or substantially all of the assets sold of, or any Equity Interests of, a person engaged in a Permitted Business; provided that in the case of acquisition of Equity Interests of any person, such Asset Sale; and/oracquisition is permitted by Section 6.04 (without giving effect to clause (4) of the definition of “Permitted Investments”); (3) invest all to make a capital expenditure permitted by Section 6.13; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely useful in a Permitted Business. Pending the final application of any Net Cash Proceeds, such entity becomes a Restricted Subsidiary and may temporarily reduce revolving credit borrowings or otherwise invest the Parent or a Restricted Subsidiary acquires voting and management control of such entityNet Cash Proceeds in any manner that is not prohibited by this Agreement. (d) to be used by When the Parent or any Restricted Subsidiary in the Permitted Business. The aggregate amount of Net Available Cash Proceeds not applied or invested as provided in this accordance with the preceding paragraph will constitute (“Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or ”) exceeds $10.0 15.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or Borrower will make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any (an “Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Sale Offer”) to all HoldersLenders with such Net Cash Proceeds, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, on a pro rata in proportion basis, to repay the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum outstanding principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount Loans with the remaining Excess Proceeds (the “Payment Asset Sale Offer Amount”) of such Excess Proceeds; (2) ). In any Asset Sale Offer, the offer price for to prepay the Notes shall Loans will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offerthereof, plus accrued and unpaid interest thereon, if anyinterest, to the date of such Net Proceeds Offer is consummated prepayment (the “Offered PriceAsset Sale Payment”), and will be payable in cash; provided that, notwithstanding the redemption price for foregoing, the Borrower shall not be required to make an Asset Sale Offer with the Net Cash Proceeds of any Asset Sale that constitutes a Change of Control if the Borrower makes a Change of Control Offer in respect of such Pari Passu Indebtedness (Change of Control in the “Pari Passu Indebtedness Price”) shall be as manner, at the times and otherwise in compliance with the requirements set forth in this Agreement and prepays the related documentation governing such Indebtedness; (3) if principal amount of Loans properly requested by the aggregate Offered Price of Notes validly tendered Lenders and not withdrawn under such Change of Control Offer. (e) Pending the final application of any Net Cash Proceeds, the Borrower may permit any Restricted Subsidiary to temporarily reduce revolving credit borrowings or otherwise may invest the Net Cash Proceeds in any manner that is not prohibited by Holders thereof this Agreement. (f) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Borrower may allow any Restricted Subsidiary to use those amounts for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of Accepted Loans exceeds the pro rata portion amount of the Payment Amount Excess Proceeds allocable to the NotesAccepted Loans, Notes the Administrative Agent will select the Accepted Loans to be purchased shall be selected repaid on a pro rata basis; and (4) upon . Upon completion of such Net Proceeds Offer in accordance with the foregoing provisionseach Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (g) Upon the commencement of an Asset Sale Offer (which shall remain open for a period of at least twenty (20) Business Days following its commencement (the “Offer Period”)), the Borrower shall send, by first class mail, postage prepaid, a notice to each Lender at its address appearing in the Register, with a copy to the Administrative Agent, on the date of the Asset Sale Offer. The notice shall contain all instructions and materials necessary to enable such Lender to accept the Asset Sale Offer with respect to which such Net Proceeds its Loans. Any Asset Sale Offer was made shall be deemed made to all Lenders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 6.06; (2) the aggregate principal amount of Indebtedness subject to the Asset Sale Offer to be zero. To made pursuant to Section 6.06(d) and the extent that amount of Excess Proceeds available to consummate the sum Asset Sale Offer and that, on the fifth (5th) Business Day following the expiration of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and Period (the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the “Asset Sale Payment Amount relating thereto (such shortfall constituting a “Net Proceeds DeficiencyDate”), the Issuer may use Borrower shall prepay at par all Loans in respect of which the Net Proceeds Deficiencyapplicable Lender has validly accepted and not withdrawn the offer to prepay (the “Accepted Loans”) pursuant to this Section 6.06; (3) that any Loan not accepted for payment shall continue to accrue interest; (4) that, or unless the Borrower defaults in making such payment, Accepted Loans shall cease to accrue interest after the Asset Sale Payment Date; (5) that Lenders electing to have a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes Loan prepaid pursuant to a Net Proceeds Offer. To Asset Sale Offer may elect to have all or any portion of such Loan prepaid; (6) that Lenders electing to have a Loan prepaid pursuant to any Asset Sale Offer shall be required to execute and deliver to the extent Administrative Agent such consent documentation as the Borrower may reasonably request; (7) that Lenders shall be entitled to withdraw their election if the provisions Administrative Agent receives, not later than the expiration of any securities laws the Offer Period, a telegram, facsimile transmission or regulations conflict with this Section 4.09letter setting forth the name of the Lender, the Issuer shall comply with aggregate principal amount of the applicable securities laws Accepted Loans of such Lender and regulations and shall not be deemed a statement that such Lender is withdrawing its election to have breached its obligations under this Section 4.09 by virtue such Loans prepaid; and (8) that if the aggregate principal amount of this compliance.Accepted Loans exceeds the pro rata amount of Excess Proceeds allocable to the Accepted Loans (determined based on the principal amount of Accepted Loans that has accepted a prepayment offer with respect to such Excess

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately before and immediately giving effect to such Asset Sale; and , no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7580% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For purposes of clause (2), the following shall be deemed to be cash: (a) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, , and (by) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 60 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received), shall be deemed to be cash for purposes of clause (ii) and , in the case of clause (cx) above, shall also be deemed to constitute a repayment of, and a permanent reduction in, the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.094.16. If A transfer of assets by the Parent or any Company to a Restricted Subsidiary engages in or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale, the Parent a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale and a transfer of accounts receivable or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any other property of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Company or a Restricted Subsidiary acquires voting and management control of such entity) to a special purpose Affiliate or an Unrestricted Subsidiary or other third party in an asset securitization will not be deemed to be used by the Parent or any Restricted Subsidiary in the Permitted Businessan Asset Sale. SECTION 2. INTERPRETATION OF AMENDED INDENTURE. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made Indenture shall be deemed to be zero. To modified and amended in accordance herewith and the extent that respective rights, limitations of rights, obligations, duties and immunities under the sum Indenture of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer Trustee, the Company, the Guarantors and the aggregate Pari Passu Indebtedness Price paid to Holders of outstanding Notes shall, as of the holders of such Pari Passu Indebtedness is less than date hereof, be determined, exercised and enforced under the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposesIndenture, subject in all respects to such modifications and amendments made by this Supplemental Indenture, and all the provisions terms and conditions of this Indenture. The Issuer Supplemental Indenture shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue be part of this compliancethe terms and conditions of the Indenture for any and all purposes.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale Sale, unless: (1) the Parent consideration received by the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale is at least equal to the Fair Market Value fair market value of the assets included in such Asset Salesold or disposed of; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Temporary Cash Equivalents. For purposes Investments; provided, however, with respect to the sale of one or more healthcare properties that (A) up to 75% of the consideration may consist of indebtedness of the purchaser of such healthcare properties so long as such indebtedness is secured by a first priority Lien on the healthcare property or properties sold and (B) up to 66-2/3% of the consideration may consist of indebtedness of the purchaser of such healthcare properties so long as such indebtedness is secured by a second priority Lien on the healthcare property or properties sold and such indebtedness together with all other indebtedness received pursuant to this clause (2), the following shall be deemed to be cash:B) does not exceed $7.5 million in aggregate principal amount at any time outstanding. (ab) In the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of event and to the Parent extent that the Net Cash Proceeds received by the Issuer or such Restricted Subsidiary that is expressly assumed by from one or more Asset Sales occurring on or after the transferee Closing Date in such Asset Sale and with respect any period of 12 consecutive months exceed 5% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder commencement of such Indebtedness, (b) 12-month period for which a consolidated balance sheet of the amount of any obligations received from such transferee that are within 60 days converted by Issuer and its Restricted Subsidiaries has been filed with the Parent SEC or such Restricted Subsidiary to cash (provided to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary Trustee pursuant to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash considerationSection 4.15), then the date of such repayment, conversion Issuer shall or disposition shall be deemed to constitute cause the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any relevant Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any within 12 months after the date Net Cash Proceeds so received exceed 5% of Adjusted Consolidated Net Tangible Assets: (i) apply an amount equal to such excess Net Cash Proceeds to permanently reduce Indebtedness under the Credit Facilities andLine of Credit, or (ii) invest an equal amount, or the amount not so applied pursuant to clause (i) of this Section 4.11(b)(1) (or enter into a definitive agreement committing to so invest within six months after the date of such agreement), in property or assets (which may include Permitted Mortgage Investments) (other than current assets) of a nature or type or that are used in a business (or in a Restricted Subsidiary having property and assets of a nature or type, or engaged in a business) similar or related to the case nature or type of the property and assets of, or the business of, the Issuer or any such Indebtedness under any revolving credit facility, effect a permanent reduction in of its Restricted Subsidiaries existing on the availability date of such revolving credit facility;Investment, and (2) repay any Indebtedness which was secured by apply (no later than the assets sold in such Asset Sale; and/or (3) invest all or any part end of the 12-month period referred to in clause (1)) such excess Net Available Cash Proceeds thereof (to the extent not applied pursuant to clause (1)) as provided in the purchase following paragraph of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Businessthis Section 4.11. The amount of such excess Net Available Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied or invested as provided in this paragraph will so required by the end of such period shall constitute “Excess Proceeds.” When If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds equals or exceeds not previously subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10.0 10 million, the Issuer shall be required to make must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from all the Holders of the Notes and, if applicable, redeem (or make an offer to do so) the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in on a pro rata basis an aggregate principal amount of Notes (and such Pari Passu Indebtedness Indebtedness) equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (on such date, at a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer purchase price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer(and Pari Passu Indebtedness), plus plus, in each case, accrued and unpaid interest thereoninterest, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceDate.

Limitations on Asset Sales. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any (a) Consummate an Asset Sale unless: (1i) the Parent Borrower or such Restricted Subsidiary any of its Subsidiary, as the case may be, receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; andor Capital Stock issued or sold or otherwise disposed of; (2ii) at least 7550% of the total consideration received in such the Asset Sale by the Borrower or series of related Asset Sales consists such Subsidiary is in the form of cash or Cash Equivalents. For ; provided, however, that (x) the portion of such consideration that is not in the form of cash or Cash Equivalents shall be evidenced by promissory notes that are delivered to the Collateral Agent, together with instruments of transfer executed in blank to hold as Collateral and (y) for purposes of clause (2)this Section 7.04, the Fair Market Value of each of the following shall will be deemed to be cash: (aA) solely in the amount (without duplication) case of any Indebtedness Asset Sale of assets other than Specified Collateral, any liabilities of the Borrower or any of its Subsidiaries that would otherwise be required to be included on the Borrower’s consolidated balance sheet (other than Subordinated Indebtedness) contingent liabilities and liabilities that are by their terms subordinated in right of payment of the Parent or such Restricted Subsidiary Obligations of each Loan Party under the Loan Documents) that is expressly are assumed by the transferee of any such assets pursuant to a customary novation or assignment and assumption agreement that releases the Borrower or such Subsidiary from further liability; (B) solely in such the case of any Asset Sale and with respect to which the Parent of assets other than Specified Collateral, any securities, notes or such Restricted Subsidiary, as the case may be, is unconditionally released other obligations received by the holder of Borrower or any such Indebtedness, (b) the amount of any obligations received Subsidiary from such transferee that are within 60 days converted by the Parent Borrower or such Restricted Subsidiary to into cash (or Cash Equivalents within 180 days of the receipt thereof, to the extent of the cash actually so received), or Cash Equivalents received in that conversion; and (C) any Replacement Assets (provided, that (x) if such Asset Sale constitutes a Primary Collateral Asset Sale, (A) to the extent the assets disposed of constitute Term Loan Primary Collateral, this clause (c) shall be limited to only Replacement Assets that simultaneously with the Fair Market Value acquisition thereof will become Term Loan Primary Collateral or (B) to the extent the assets disposed of constitute Specified Collateral, this clause (c) shall be limited to only Replacement Assets constituting Specified Assets that simultaneously with the acquisition thereof will become Specified Collateral and (y) to the extent such Asset Sale includes any assets (other than securitiesCollateral, such Asset Sale does not occur unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary Replacement Assets become Collateral prior to or simultaneously with the acquisition thereof and until and unless the Parent or a Restricted Subsidiary acquires voting and management control provisions of Section 6.13 have otherwise been complied with respect to the Replacement Assets being received as consideration for the Asset Sale of such entityCollateral); provided further, however, that the 50% requirement referred to in this clause (ii) received by the Parent or any Restricted Subsidiary will not apply to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale that is repaid not a Primary Collateral Asset Sale if the cash or converted into or sold or otherwise disposed Cash Equivalents portion of for cash the consideration received therefrom, determined in accordance with subclauses (other than interest received with respect to any such non-cash considerationA), then (B) and (C) above, is equal to or greater than what the date of such repayment, conversion or disposition shall be deemed to constitute the date of an after-tax proceeds would have been had that Asset Sale hereunder and complied with the Net Available Proceeds thereof shall be aforementioned 50% limitation; (iii) if such Asset Sale involves the disposition of ABL Primary Collateral, the proceeds are applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages Intercreditor Agreement to the extent required therein; (iv) in an the event of a Primary Collateral Asset Sale, the Parent Net Cash Proceeds corresponding to the Term Loan Primary Collateral sold shall be paid directly to the Collateral Agent for deposit into the Collateral Account which shall become part of the Term Loan Primary Collateral and be subject to the Term Loan First-Priority Lien in favor of the Secured Parties; (v) if such Asset Sale includes any issuance, sale or other disposition of any Capital Stock of any of the Borrower’s Subsidiaries, (A) such Restricted Asset Sale is of all Capital Stock of such Subsidiary shall, no later than 360 days following and (B) any Investment by the consummation thereof, apply all Borrower or any of the Net Available Proceeds therefrom to:its Subsidiaries in such Person existing immediately after giving effect to such Asset Sale would have been permitted to be made pursuant to Sections 7.05 or 7.14 if made at such time; and (1vi) repay any Indebtedness under if such Asset Sale is of the Credit Facilities andFacility located in Pekin, Illinois, obtain the approval of the Required Lenders, such consent not to be unreasonably withheld or delayed; provided, however, that, in the case of any Asset Sale (other than a Primary Collateral Asset Sale), clauses (i) and (ii) above need not be satisfied (I) to the extent the Collateral to be released consists solely of ABL Primary Collateral with respect to which the required lenders under the Existing ABL Facility have given their consent and authorized the release of same or to the extent the ABL Primary Collateral to be released is disposed of by such Indebtedness agent on behalf of the lenders in connection with the exercise of rights or remedies under the Existing ABL Facility, in each case so long as (x) the Collateral Agent is required to release its lien thereon pursuant to the terms of the Intercreditor Agreement and (y) the proceeds therefrom are applied in accordance with the Intercreditor Agreement or (II) to the extent such Asset Sale results from the loss, destruction, damage, condemnation, confiscation, requisition, seizure, forfeiture or taking of title to or use of ABL Primary Collateral. (b) Within twelve (12) months after the date the Borrower or any revolving credit facilityof its Subsidiaries actually receives any Net Cash Proceeds from an Asset Sale (except for any Net Cash Proceeds (i) applied for general working capital purposes as and to the extent permitted pursuant to Section 2.03(b)(ii)(x) or (ii) required to be applied to prepayment of Term Loans pursuant to Section 2.03(b)(ii)(y)), effect the Borrower may, or may cause such Subsidiary to, apply those Net Cash Proceeds, at its option: (i) to (A) acquire Replacement Assets for existing Facilities, (B) enter into a permanent reduction in binding commitment to acquire Replacement Assets for existing Facilities and such Net Cash Proceeds have actually been applied to the availability purchase of such revolving credit facilityReplacement Assets for existing Facilities within six (6) months of the date on which such binding commitment was entered into (provided that (x) if such Asset Sale constitutes a Primary Collateral Asset Sale, (1) to the extent the assets disposed of constitute Term Loan Primary Collateral, such Replacement Assets shall be limited to only Replacement Assets that simultaneously with the acquisition thereof become Term Loan Primary Collateral or (2) to the extent the assets disposed of constitute Specified Collateral, such Replacement Assets shall be limited to only Replacement Assets constituting Specified Assets that simultaneously with the acquisition thereof become Specified Collateral and (y) to the extent the assets that were the subject of such Asset Sale includes any Collateral, such Replacement Assets are not acquired unless such Replacement Assets become Collateral prior to or simultaneously with the acquisition thereof and until and unless the provisions of Section 6.13 have otherwise been complied with respect to such Replacement Assets) or (C) make Capital Expenditures for existing Facilities (or a combination of the foregoing); (2ii) repay solely in the case of Net Cash Proceeds from any Indebtedness which was Asset Sale other than a Primary Collateral Asset Sale, to satisfy all mandatory repayment obligations under any Credit Facilities secured by the assets sold in disposed of that arise by reason of such Asset Sale; and/oror (3iii) invest all or any part of the Net Available Proceeds thereof solely in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount case of Net Available Cash Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer Sale other than a Primary Collateral Asset Sale, to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts combination of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as actions set forth in the related documentation governing such Indebtedness;foregoing clauses (i) and (ii). (3c) if the aggregate Offered Price of Notes validly tendered Unless and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable until any Net Cash Proceeds from a Primary Collateral Asset Sale (other than any Net Cash Proceeds applied for general working capital purposes as and to the Notes, Notes extent permitted pursuant to be purchased shall be selected on a pro rata basis; and (4Section 2.03(b)(ii)(x)) upon completion of such Net Proceeds Offer are finally applied as specified in the preceding paragraph or in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”Section 2.03(b)(ii), the Issuer may use Borrower shall cause such Net Cash Proceeds to be held by the Net Proceeds Deficiency, Collateral Agent as cash or a portion thereof, for general corporate purposes, subject to Cash Equivalents in the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceCollateral Account.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% (or, solely in the case of any Asset Sale to create any Health Management Joint Venture, 50%) of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2) (and not for purposes of determining the Net Available Proceeds with respect to the application and purchase offer provisions in this Section 4.10), the following shall be deemed to be cash: (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (bii) the amount of any obligations received from such transferee that are within 60 one hundred eighty (180) days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and; (ciii) the Fair Market Value of (x) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (y) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (z) a combination of (x) and (y); and (iv) the Fair Market Value of any Equity Interests for which the Issuer or such Restricted Subsidiary has a contractual right to require the registration of such Equity Interests under the Securities Act or the applicable securities laws of the jurisdiction in which such securities are listed on a Major Foreign Exchange (“Designated Non-Cash Consideration”); provided, however, that no consideration received in an Asset Sale will constitute Designated Non-Cash Consideration if and to the extent that the classification of such consideration as Designated Non-Cash Consideration would cause the aggregate amount of all such Designated Non-Cash Consideration outstanding at that time to exceed 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) If at any time any non-cash consideration (including any Designated Non-Cash Consideration) received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.10. (c) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any (or, in the Issuer’s discretion, none) of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities andSenior Debt or Guarantor Senior Debt, and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility, in each case if and to the extent permitted under the terms of such Senior Debt or Guarantor Senior Debt; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/oror (3i) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities), unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businessincluding expenditures for research and development activities, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (ii) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (iii) a combination of (i) and (ii). The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” The Issuer or such Restricted Subsidiary may repay Senior Debt or Guarantor Senior Debt under a revolving Credit Facility during the 360 days following the consummation of such Asset Sale without effecting a permanent reduction in the availability under such revolving credit facility, pending application of such proceeds pursuant to clause (1), (2) or (3) of this Section 4.10(c) or their use as Excess Proceeds in accordance with the next paragraph, and such repayment shall not be considered an application of Net Available Proceeds for purposes of this paragraph; provided, however, that, if such Net Available Proceeds are not applied after 360 days for any purpose other than the repayment of a revolving credit facility, a permanent reduction in the availability under such revolving credit facility shall then be required in order for such repayment to be considered an application of Net Available Proceeds for purposes of this paragraph. (d) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 50.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Pari Passu Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (ai) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (bii) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, on a pro rata basis (or on as nearly a pro rata basis as is practicable) in proportion to the respective principal amounts of the Notes and such other Pari Passu Indebtedness required to be redeemed, the maximum principal amount of Notes (in each case in whole in a principal amount of $1,000 or integral multiples thereof; provided, however, that no Note will be purchased in part if such Note would have a remaining principal amount of less than $2,000) and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basisbasis (or on as nearly a pro rata basis as is practicable); and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (e) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture, and the amount of Excess Proceeds with respect to such Net Proceeds Offer shall be deemed to be zero. (f) Upon the commencement of a Net Proceeds Offer, the Issuer shall send or cause to be sent, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least thirty (30) days and not later than sixty (60) days from the date such notices is mailed (the “Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three (3) days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased; provided, however, that no Note will be purchased in part if such Note would have a remaining principal amount of less than $2,000); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry); provided, however, that each such new Note will be in a principal amount equal to an integral multiple of $1,000 but not less than $2,000. (g) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent funds in Dollars equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. (h) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in principal amount equal to an integral multiple of $1,000 but not less than $2,000. However, if the Net Proceeds Payment Date is on or after an interest Record Date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (i) The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.094.10, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.10 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale or, in circumstances where the Issuer or such Restricted Subsidiary grants a third party the right to purchase an asset, the date of such grant) of the assets included in such Asset Sale; and (2) (a) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash EquivalentsEquivalents or (b) the Fair Market Value of all forms of consideration other than cash and Cash Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 10.0% of the Consolidated Tangible Assets of the Issuer at the time such determination is made. For purposes of clause (2), the following shall be deemed to be cash: (aA) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness, Disqualified Equity Interests, or Indebtedness owed to an Affiliate of the Issuer) of the Parent Issuer or such Restricted Subsidiary that is delivered to the Issuer or such Restricted Subsidiaries as consideration for such Asset Sale and promptly retired or extinguished without payment, or that is expressly assumed by the transferee in of any such Asset Sale and with respect assets pursuant to which (i) a written novation agreement that releases the Parent Issuer or such Restricted SubsidiarySubsidiary from further liability therefor or (ii) an assignment agreement that includes, as the case may be, is unconditionally released by the holder in lieu of such Indebtednessa release, the agreement of the transferee or its parent company to indemnify and hold harmless the Issuer or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability, (bB) the amount of any obligations received from such transferee that are within 60 180 days after such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to into cash (to the extent of the cash actually so received), and (cC) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. , (ii) Equity Interests acquired from a Person other than the Issuer or a Subsidiary in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or a Restricted Subsidiary or (iii) a combination of (i) and (ii). (b) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.12. (c) Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in subclauses (1) and (2) of clause (a) of this Section 4.12. (d) Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the provisions of Section 4.12(a) on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. (e) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1i) repay any prepay, repay, redeem, defease or purchase secured Indebtedness under of the Credit Facilities andIssuer or a Restricted Subsidiary (other than Disqualified Equity Interests, in Subordinated Indebtedness or Indebtedness owed to the case Issuer or an Affiliate of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facilityIssuer); (2ii) satisfy all mandatory repayment obligations under Credit Facilities arising by reason of such Asset Sale; (iii) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3iv) (A) make any capital expenditure or otherwise invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business. , (B) acquire Qualified Equity Interests from a Person other than the Issuer or a Subsidiary in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). (f) The amount of Net Available Proceeds not applied or invested as provided in this paragraph will the preceding clause (e) shall constitute “Excess Proceeds.” ” (g) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 30.0 million, the Issuer shall be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, purchase or redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to purchase or redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) purchase or redeem (or make an offer to do so) any such other Pari Passu Indebtedness), pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be purchased or redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be purchased or redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the purchase or redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (h) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to any purposes not otherwise prohibited by the provisions of this Indenture. (i) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of Section 4.15 and/or the provisions of Article 5 and not by the provisions of this Section 4.12. (j) Upon the commencement of a Net Proceeds Offer, the Issuer must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of such Offer. Such notice shall state: (1) that such Offer is being made pursuant to this Section 4.12; (2) the Offered Price and the Offer Payment Date; (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Issuer defaults in the payment of the Offered Price, any Notes accepted for payment pursuant to such Offer shall cease to accrue interest after the Offer Payment Date; (5) that such Offer shall remain open for at least 20 Business Days or for such longer period as is required by law and that Holders accepting the offer to have their Notes purchased pursuant to such Offer shall be required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Offer Payment Date; (6) that Holders shall be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (8) any other procedures that a Holder must follow to accept such Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. (k) The Issuer shall publicly announce the results of a Net Proceeds Offer as soon as practicable after the related Offer Payment Date. (l) On the Offer Payment Date, the Issuer shall, to the extent lawful, (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Net Proceeds Offer, or such lesser amount thereof as the Issuer is required to purchase pursuant to this Section 4.12, (2) deposit with the Paying Agent an amount equal to the Offered Price in respect of all Notes or portions of Notes properly tendered and accepted for payment, and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (m) After the Issuer’s satisfaction of its obligations under the preceding clause (l), the Paying Agent shall as promptly as practicable mail to each Holder of Notes properly tendered the Offered Price for such Notes, and the Trustee shall as promptly as practicable authenticate and mail to each Holder a new Note in principal amount equal to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.12, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.12 by virtue of this compliance.

Limitations on Asset Sales. The Parent Until the Notes receive an Investment Grade rating from both Rating Agencies (after which time this Section 4.09 shall no longer be in effect), the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2) only (and not for purposes of the definition of “Net Available Proceeds”), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (b) the amount of any obligations received from such transferee that are is within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), ; and (c) the Fair Market Value of any assets (other than securitiesincluding, unless such securities represent but not limited to, Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. If at any time any non-cash consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than within a period of 360 days following (commencing after the consummation thereofIssue Date) before or after the receipt of any Net Available Proceeds of any Asset Sale (provided, however, that if during such 360-day period after the receipt of any Net Available Proceeds, the Issuer (or the applicable Restricted Subsidiary) enters into a definitive binding agreement committing it to apply such Net Available Proceeds in accordance with the requirements of clause (3) of this paragraph after such 360th day, such 360-day period will be extended with respect to the amount of Net Available Proceeds so committed for a period not to exceed 120 days until such Net Available Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement)), apply an amount equal to all or any of the Net Available Proceeds therefrom to: (1) repay repay, prepay, redeem or repurchase any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect (which will be a permanent reduction in the availability of such revolving credit facilityIndebtedness); (2) repay or prepay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or; (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) or to make capital expenditures, in each case, to be used by or are useful to the Parent Issuer or any Restricted Subsidiary in the Permitted Business; and/or (4) make any combination of repayments, prepayments, redemptions, repurchases or Investments permitted by the foregoing clause (1), (2) or (3). Pending the final application of such Net Available Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Facilities or any other revolving credit facility, if any, or otherwise invest such Net Available Proceeds in Cash Equivalents, in each case in a manner not otherwise prohibited by this Indenture. The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 4.09 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 40.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders of Notes and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of the Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all HoldersHolders of Notes in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do soredeem) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of the Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of the Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, the Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such a shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, Deficiency or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01, the successor corporation shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.09, and shall comply with the provisions of this Section 4.09 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Sale (including a Major Asset Sale) unless: (1a) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to is for fair market value, as determined in good faith by the Fair Market Value Board of the assets included in such Asset Sale; andDirectors; (2b) at least 75% of the total value of the consideration received therefrom is in such Asset Sale or series the form of related Asset Sales consists of cash or Cash and Cash Equivalents. For purposes of clause ; provided that (2), the following shall be deemed to be cash: (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by is for fair market value and (ii) the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed receipt of for cash (other than interest received with respect to any such non-cash consideration)consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect to such Asset Sale, then no Default or Event of Default shall have occurred and be continuing. Within 180 days after the date receipt of such repayment, conversion or disposition shall be deemed to constitute the date of any Net Cash Proceeds from an Asset Sale hereunder (other than a Major Asset Sale or a Sale and Leaseback Transaction), the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent Company or any Restricted Subsidiary engages in an shall, at its election, apply the Net Cash Proceeds of such Asset SaleSale to (i) purchase, prepay or redeem Notes through Market Purchases or Optional Redemption transactions or through a Debt Prepayment of Fixed Rate Par Notes or Floating Rate Par Notes or a Discount Buyback or (ii) (A) acquire or commit to acquire all or substantially all of the Parent assets of a Permitted Business, or such a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity(B) make or commit to make Permitted Capital Expenditures or Regulatory Capital Expenditures or otherwise acquire or commit to acquire assets that are to be used by the Parent Company or any a Restricted Subsidiary in the a Permitted Business. The amount of Net Available Proceeds not applied or invested as ; provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders andthat, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds Company receives Net Cash Proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount in excess of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) U.S. $20 million in any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemedfiscal year, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of Company shall apply such Excess Proceeds; (2) the offer price excess for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as purposes set forth in the related documentation governing such Indebtedness; clauses (3i) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to provided that any Debt Prepayment will be purchased shall be selected made on a pro rata basisbasis with a Discount Buyback) or (ii)(A) above; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisionsand provided, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent further that the sum Company shall not make any Asset Sale of Receivables or Related Assets. The Company shall apply any Net Cash Proceeds of any Sale and Leaseback Transaction, of the aggregate Offered Price of Company’s election, to purchase, prepay or redeem Notes tendered pursuant to through Market Purchases or Optional Redemption transactions or through a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceDebt Prepayment.

Limitations on Asset Sales. The Parent Until the Notes receive an Investment Grade rating from both Rating Agencies (after which time this Section 4.09 shall no longer be in effect), the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2) only (and not for purposes of the definition of “Net Available Proceeds”), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (b) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), ; and (c) the Fair Market Value of any assets (other than securitiesincluding, unless such securities represent but not limited to, Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. If at any time any non-cash consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than within a period of 360 days following (commencing after the consummation thereofIssue Date) before or after the receipt of any Net Available Proceeds of any Asset Sale (provided, however, that if during such 360-day period after the receipt of any Net Available Proceeds, the Issuer (or the applicable Restricted Subsidiary) enters into a definitive binding agreement committing it to apply such Net Available Proceeds in accordance with the requirements of clause (3) of this paragraph after such 360th day, such 360-day period will be extended with respect to the amount of Net Available Proceeds so committed for a period not to exceed 120 days until such Net Available Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement)), apply an amount equal to all or any of the Net Available Proceeds therefrom to: (1) repay repay, prepay, redeem or repurchase any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect (which will be a permanent reduction in the availability of such revolving credit facilityIndebtedness); (2) repay repay, prepay, redeem or repurchase any Indebtedness which was secured by the assets sold in such Asset Sale; and/or; (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) or to make capital expenditures, in each case, to be used by or are useful to the Parent Issuer or any Restricted Subsidiary in the Permitted Business; and/or (4) make any combination of repayments, prepayments, redemptions, repurchases or Investments permitted by the foregoing clauses (1), (2) or (3). Pending the final application of such Net Available Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Facilities or any other revolving credit facility, if any, or otherwise invest such Net Available Proceeds in Cash Equivalents, in each case in a manner not otherwise prohibited by this Indenture. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 40.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such a shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, Deficiency or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01 the successor corporation shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.09, and shall comply with the provisions of this Section 4.09 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale or, in circumstances where the Issuer or such Restricted Subsidiary grants a third party the right to purchase an asset, the date of such grant) of the assets included in such Asset Sale; and (2) (a) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash EquivalentsEquivalents or (b) the Fair Market Value of all forms of consideration other than cash and Cash Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 10.0% of the Consolidated Tangible Assets of the Issuer at the time such determination is made. For purposes of clause (2), the following shall be deemed to be cash: (aA) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness, Disqualified Equity Interests, or Indebtedness owed to an Affiliate of the Issuer) of the Parent Issuer or such Restricted Subsidiary that is delivered to the Issuer or such Restricted Subsidiaries as consideration for such Asset Sale and promptly retired or extinguished without payment, or that is expressly assumed by the transferee in of any such Asset Sale and with respect assets pursuant to which (i) a written novation agreement that releases the Parent Issuer or such Restricted SubsidiarySubsidiary from further liability therefor or (ii) an assignment agreement that includes, as the case may be, is unconditionally released by the holder in lieu of such Indebtednessa release, the agreement of the transferee or its parent company to indemnify and hold harmless the Issuer or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability, (bB) the amount of any obligations received from such transferee that are within 60 180 days after such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to into cash (to the extent of the cash actually so received), and (cC) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. , (ii) Equity Interests acquired in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or a Restricted Subsidiary or (iii) a combination of (i) and (ii). (b) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.12. (c) Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in subclauses (1) and (2) of clause (a) of this Section 4.12. (d) Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the provisions of Section 4.12(a) on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. (e) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1i) repay any prepay, repay, redeem, defease or purchase secured Indebtedness under of the Credit Facilities andIssuer or a Restricted Subsidiary (other than Disqualified Equity Interests, in Subordinated Indebtedness or Indebtedness owed to the case Issuer or an Affiliate of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facilityIssuer); (2ii) satisfy all mandatory repayment obligations under Credit Facilities arising by reason of such Asset Sale; (iii) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3iv) (A) make any capital expenditure or otherwise invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business. , (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). (f) The amount of Net Available Proceeds not applied or invested as provided in this paragraph will the preceding clause (e) shall constitute “Excess Proceeds.” ” (g) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 30.0 million, the Issuer shall be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, purchase or redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to purchase or redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) purchase or redeem (or make an offer to do so) any such other Pari Passu Indebtedness), pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be purchased or redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be purchased or redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the purchase or redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (h) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to any purposes not otherwise prohibited by the provisions of this Indenture. (i) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of Section 4.15 and/or the provisions of Article 5 and not by the provisions of this Section 4.12. (j) Upon the commencement of a Net Proceeds Offer, the Issuer must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of such Offer. Such notice shall state: (1) that such Offer is being made pursuant to this Section 4.12; (2) the Offered Price and the Offer Payment Date; (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Issuer defaults in the payment of the Offered Price, any Notes accepted for payment pursuant to such Offer shall cease to accrue interest after the Offer Payment Date; (5) that such Offer shall remain open for at least 20 Business Days or for such longer period as is required by law and that Holders accepting the offer to have their Notes purchased pursuant to such Offer shall be required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Offer Payment Date; (6) that Holders shall be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (8) any other procedures that a Holder must follow to accept such Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. (k) The Issuer shall publicly announce the results of a Net Proceeds Offer as soon as practicable after the related Offer Payment Date. (l) On the Offer Payment Date, the Issuer shall, to the extent lawful, (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Net Proceeds Offer, or such lesser amount thereof as the Issuer is required to purchase pursuant to this Section 4.12, (2) deposit with the Paying Agent an amount equal to the Offered Price in respect of all Notes or portions of Notes properly tendered and accepted for payment, and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (m) After the Issuer’s satisfaction of its obligations under the preceding clause (l), the Paying Agent shall as promptly as practicable mail to each Holder of Notes properly tendered the Offered Price for such Notes, and the Trustee shall as promptly as practicable authenticate and mail to each Holder a new Note in principal amount equal to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.12, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.12 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (aA) the amount (without duplication) of any Indebtedness or other liabilities of the Company or any Restricted Subsidiary (other than Subordinated Indebtednesscontingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) of the Parent that are satisfied or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect pursuant to which a customary novation agreement that releases the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,Subsidiary from further liability; (bB) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (cC) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Company or any Restricted Subsidiary to be used by it in the a Permitted Business. If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.094.15. If the Parent Company or any Restricted Subsidiary engages in an Asset Sale, the Parent Company or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom (or enter into a definitive agreement for such application within such 365-day period, provided that any resulting capital expenditure or purchase is closed within 90 days after the end of such 365-day period) to: (1) repay or redeem any Indebtedness under of the Credit Facilities andCompany or a Restricted Subsidiary, in other than Subordinated Indebtedness, Disqualified Equity Interests, intercompany Indebtedness, or Indebtedness owed to an Affiliate of the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility;Company; or (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of (a) assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Company or any Restricted Subsidiary in the a Permitted Business, or (b) Equity Interests of a Person that upon such purchase will become a Restricted Subsidiary that directly or indirectly, through one or more Subsidiaries that will become Restricted Subsidiaries, owns assets to be used in a Permitted Business. Pending the final application of any such Net Available Proceeds, the Company or a Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Available Proceeds in any manner that is not prohibited by this Indenture. The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 4.15(a) will constitute “Excess Proceeds.” ” (b) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer Company shall be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer Company or any Guarantor the provisions of which require the Issuer Company or such Guarantor to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall Company will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Pari Passu Indebtedness required to be redeemed, the maximum principal amount of Notes and such Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. The Net Proceeds Offer will remain open for a period of at least 30 days following its commencement but no longer than 60 days, except to the extent that a longer period is required by applicable law. Promptly following the termination of the Net Proceeds Offer period the Company will purchase the principal amount of Notes required to be purchased pursuant to this Section 4.15 or, if less than the Payment Amount allocated to the Notes has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn in response to the Net Proceeds Offer. Payment for any Notes so purchased will be made in the same manner as principal payments are to be made on the Notes at final maturity. If the purchase date for the Net Proceeds Offer is on or after a record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest (to the extent involving interest that is due and payable on such interest payment date) shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. Upon commencement of a Net Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds Offer shall be made to all Holders. On or before the purchase date for the Net Proceeds Offer the Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Payment Amount allocated to the Notes pursuant to the Net Proceeds Offer, or if less than the Payment Amount allocated to the Notes has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn, (2) deposit by 11:00 A.M. New York City time, on such date with the Paying Agent an amount in respect of all Notes, or portions thereof, so accepted and (3) shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.15. The Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the expiration date for the Net Proceeds Offer) mail or deliver to each tendering Holder an amount equal to the Offered Price of the Notes validly tendered and not properly withdrawn by such Holders and accepted by the Company for purchase. Upon surrender and cancellation of a Certificated Note that is purchased in part, the Company shall promptly issue and the Trustee shall authenticate and deliver to the surrendering Holder of such Certificated Note a new Certificated Note equal in principal amount to the unpurchased portion of such surrendered Certificated Note; provided that each such new Certificated Note shall be in a principal amount at Maturity of $2,000 or in integral multiple of $1,000 in excess thereof. Upon surrender of a Global Note that is purchased in part pursuant to a Net Proceeds Offer, the Paying Agent shall forward such Global Note to the Notes Custodian who shall make a notation in its records to reduce the principal amount of such Global Note to an amount equal to the unpurchased portion of such Global Note , as provided in Section 2.01 hereof and the Appendix. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Net Proceeds Offer on or as soon as practical after the date of purchase. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer Company may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: : (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and Sale and (2) at least 7570% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of clause (2this Section 7.6(a), the following shall be are deemed to be cash: : (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, ; (bii) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and ; and (ciii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If Agreement. (b) In the event that the Parent or any Restricted Subsidiary engages in an Asset SaleSale after the Conversion Date, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereofreceipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom to: (1) repay any to permanently repay, prepay, redeem or repurchase (x) Obligations under Indebtedness secured by Permitted Liens pursuant to clauses (m), (n), (o), and (p) of the definition of “Permitted Liens” (whose commitments shall be correspondingly reduced permanently upon such repayment or prepayment), (y) Obligations under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all Loans or any part other Pari Passu Indebtedness of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary of the Borrower; provided that if the Parent or any such Restricted Subsidiary shall so repay or prepay any such other Pari Passu Indebtedness, the Parent will reduce Obligations under the Loans on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) prepaying the Loans in accordance with Section 2.3(a), (B) making an offer (in accordance with the procedures set forth in Section 7.6(c) and (d) for an Asset Sale Offer) to all Lenders to purchase their Loans at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of the Loans to be repurchased or (C) purchasing the Loans through privately negotiated transactions or open market purchases, in a manner that complies with this Agreement and applicable securities law, at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (z) Indebtedness of a Restricted Subsidiary of the Borrower that is not a Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary of the Borrower; (2) to acquire all or substantially all of the assets of, or any Equity Interests of, another Permitted Business, if, after giving effect to any such acquisition of Equity Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Borrower; (3) to make a capital expenditure; (4) to acquire Additional Assets or improve or develop existing assets to be used in a Permitted Business; or (5) to make any combination of the foregoing payments, redemptions, repurchases or investments. The amount Pending the final application of any Net Available Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds in any manner that is not prohibited by this Agreement. (c) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in this paragraph Section 7.6(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15,000,000, the Issuer Parent shall, or shall be required to cause the Borrower to, make an Asset Sale Offer to Purchase from all Holders and, Lenders and if applicable, redeem the Borrower elects (or make an offer to do so) any Pari Passu Indebtedness is required by the terms of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness), pro rata in proportion all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, purchase the maximum aggregate principal amount of Notes the Loans and such Pari Passu Indebtedness Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, that may be redeemed out of purchased with an amount equal to the amount (the “Payment Amount”) of such Excess Proceeds; (2) the Proceeds at an offer price for the Notes shall be payable in cash in an amount equal to not less than 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not less than the amount of the Notes tendered pursuant to a Net Proceeds Offeraccreted value thereof at such time, plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such Net Proceeds Offer is consummated (offer, in accordance with the “Offered Price”), and procedures set forth in this Agreement. In the redemption price for such event that the Parent or any Restricted Subsidiary of the Borrower prepays any Pari Passu Indebtedness (that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the “Parent or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. After the completion of an Asset Sale after the Conversion Date, the Parent and its Restricted Subsidiaries may make an Asset Sale Offer prior to the time they are required to do so by the first sentence of this paragraph. If the Parent or any Restricted Subsidiary completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Borrower and its Restricted Subsidiaries shall be deemed to have complied with this Section 7.6 with respect to the application of such Net Available Proceeds, and any such Net Available Proceeds remaining after completion of such Asset Sale Offer may be used by the Parent and its Restricted Subsidiaries for any purpose not prohibited by this Agreement. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not provided by this Agreement. If the aggregate principal amount of the Loans and other Pari Passu Indebtedness Price”) shall tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent will select the Loans and such other Pari Passu Indebtedness to be as set forth in the related documentation governing such Indebtedness; (3) if purchased on a pro rata basis based on the aggregate Offered Price principal amount of Notes the Loans and the other Pari Passu Indebtedness to be purchased validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon withdrawn. Upon completion of such Net Proceeds Offer in accordance with the foregoing provisionseach Asset Sale Offer, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall will be deemed to be reset at zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto . (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. d) The Issuer Parent shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of the purchase of Notes Loans pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.097.6, the Issuer Parent shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.09 7.6 by virtue of this such compliance.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) either (x) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. Equivalents or (y) the cash or Cash Equivalents portion (without giving effect to Section 4.13(b)(3)) of the total consideration received in such Asset Sale shall be no less than an amount equal to the product of (A) 5.25 and (B) the portion of Consolidated Cash Flow for the Four-Quarter Period directly attributable to the assets included in such Asset Sale. (b) For purposes of clause (2) of Section 4.13(a), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b2) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii). (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, pursuant to Section 4.13(b)(2) in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.13. (d) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, by no later than 360 days 12 months following the later of the consummation thereofthereof and the Issuer’s or Restricted Subsidiary’s receipt of the Net Available Proceeds, apply have applied all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities andSenior Debt or Guarantor Senior Debt, and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); provided that the Issuer or such Restricted Subsidiary shall be deemed to have applied Net Available Proceeds in accordance with this clause (3) within such 12-month period if, within such 12-month period, it has entered into a binding commitment or agreement to invest such Net Available Proceeds and continues to use all reasonable efforts to so apply such Net Available Proceeds as soon as practicable thereafter; provided, further, that upon any abandonment or termination of such commitment or agreement, the Net Available Proceeds not applied will constitute Excess Proceeds (as defined below). In addition, following the entering into of a binding agreement with respect to an Asset Sale and prior to the consummation thereof, cash (whether or not actual Net Available Proceeds of such Asset Sale) used for the purposes described in subclause (A), (B) and (C) of this clause (3) that are designated as uses in accordance with this clause (3), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be Net Available Proceeds applied in accordance with this clause (3). The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 4.13(d) will constitute ““ Excess Proceeds.” ” (e) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 15.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a ““ Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the ““ Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the ““ Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption Redemption Price or the offer price for such Pari Passu Indebtedness (the ““ Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (f) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a ““ Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. (g) In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Article V other than a transaction meeting the requirements of Section 5.01(a)(3)(a), the successor shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.13, and shall comply with the provisions of this Section 4.13 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). (h) Upon the commencement of a Net Proceeds Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at is registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “ Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (i) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on the Net Proceeds Payment Date. (j) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Net Proceeds Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (k) The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.094.13, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.13 by virtue of this compliance.

Limitations on Asset Sales. (I) With respect to all Asset Sales not involving Collateral: (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any an Asset Sale involving assets or Equity Interests other than Collateral unless: (1) the Parent Company or such any of its Restricted Subsidiary Subsidiaries receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Saleor Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration received in such the Asset Sale by the Company or series of related Asset Sales consists such Restricted Subsidiary is in the form of cash or Cash Equivalents. . (b) For purposes of clause (2Section 4.13(I)(a), each of the following shall be deemed to be cash: (a1) any Indebtedness or other liabilities, as shown on the amount Company’s most recent consolidated balance sheet or the notes thereto, of the Company or any of its Restricted Subsidiaries (without duplicationother than liabilities that are expressly subordinated to the Notes or any Guarantee) that are assumed, repaid or retired by the transferee (or a third party on behalf of the transferee) of any Indebtedness such assets; (2) any securities, notes or other than Subordinated Indebtedness) obligations received by the Company or any such Restricted Subsidiary from such transferee or any other Person on account of such Asset Sale that are, within 180 days of the Parent Asset Sale, converted, sold or exchanged by the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent into cash or such Restricted SubsidiaryCash Equivalents, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received)or Cash Equivalents received in that conversion, andsale or exchange; (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entityother than assets that are classified as current assets under GAAP) received by the Parent Company or any Restricted Subsidiary to be used by it in a Permitted Business (including, without limitation, Vessels and Related Assets), (ii) Capital Stock in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the Permitted Business. If at acquisition of such Person by the Company or (iii) a combination of (i) and (ii); and (4) any time any nonDesignated Non-cash consideration Consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent Company or any Restricted Subsidiary engages in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.13(I)(b) that is at that time outstanding, not to exceed the greater of (x) $40.0 million and (y) 3.0% of Total Tangible Assets of the Company at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (c) Within 365 days (subject to extensions as provided in clause (d) below) after the receipt of any Net Proceeds from an Asset SaleSale involving assets other than Collateral, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all Company or any of the its Restricted Subsidiaries shall apply such Net Available Proceeds therefrom to: (1) repay or prepay any Indebtedness and all obligations under the Credit Facilities or any other Secured Indebtedness and, in if the case of any such Indebtedness under any repaid is revolving credit facilityIndebtedness, effect a permanent reduction in the availability of such revolving credit facilityto correspondingly reduce commitments with respect thereto; (2) repay any Indebtedness which was secured by acquire all or substantially all of the assets sold in such Asset Sale; and/or (3) invest all of, or any part of the Net Available Proceeds thereof in the purchase of assets (other than securitiesCapital Stock of, unless such securities represent Equity Interests in an entity a Person engaged solely in a Permitted Business; provided that in the case of acquisition of Capital Stock of any Person, such entity Person is or becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such IndebtednessCompany; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on make a pro rata basis; andcapital expenditure; (4) upon completion acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels and Related Assets); (5) make an Asset Sale Offer (and purchase or redeem other pari passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) in accordance with the provisions of this Section 4.13(I) and the other provisions of this Indenture; and/or (6) any combination of the transactions permitted by the foregoing clauses (1) through (5). (d) A (A) binding contract to apply Net Proceeds in accordance with clauses (c)(2) through (4) above shall toll the 365-day period in respect of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.or

Limitations on Asset Sales. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration unless at the time of such Asset Sale transaction and after giving effect thereto and to the use of proceeds thereof, (a) no Default shall have occurred and be continuing, (b) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets included sold or otherwise disposed of, and (c) in such the case of an Asset Sale; and (2) Sale other than an Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally in the form of cash or Cash Equivalents; provided that the amount of: (1) any liabilities (as reflected in the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms expressly subordinated in right of payment to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by the holder of such Indebtednessall creditors in writing, (b2) the amount of any securities, notes or other similar obligations received by the Issuer or such Restricted Subsidiary from such transferee that are within 60 days converted by the Parent Issuer or such Restricted Subsidiary to into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of the cash actually so received)such Asset Sale, and (c3) any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed an amount equal to the greater of $100.0 million or 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of any assets (other than securitieseach item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, cash or a portion thereof, Cash Equivalents for general corporate purposes, subject to the provisions purposes of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act provision and any for no other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliancepurpose.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% (or, solely in the case of any Asset Sale to create any Health Management Joint Venture, 50%) of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. Equivalents For purposes of clause (2) (and not for purposes of determining the Net Available Proceeds with respect to the application and purchase offer provisions in this Section 4.10), the following shall be deemed to be cash: (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (bii) the amount of any obligations received from such transferee that are within 60 one hundred eighty (180) days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and; (ciii) the Fair Market Value of (x) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (y) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (z) a combination of (x) and (y); and (iv) the Fair Market Value of any Equity Interests for which the Issuer or such Restricted Subsidiary has a contractual right to require the registration of such Equity Interests under the Securities Act or the applicable securities laws of the jurisdiction in which such securities are listed on a Major Foreign Exchange (“Designated Non-Cash Consideration”); provided, however, that no consideration received in an Asset Sale will constitute Designated Non-Cash Consideration if and to the extent that the classification of such consideration as Designated Non-Cash Consideration would cause the aggregate amount of all such Designated Non-Cash Consideration outstanding at that time to exceed 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) If at any time any non-cash consideration (including any Designated Non-Cash Consideration) received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.10. (c) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any (or, in the Issuer’s discretion, none) of the Net Available Proceeds therefrom to: (1) repay any (i) Indebtedness under any Credit Facility (including any Credit Agreement), (ii) other Indebtedness (other than Subordinated Indebtedness) of the Credit Facilities andIssuer or any Restricted Subsidiary that is secured by a Lien permitted by clause (14) or (27) of the definition of “Permitted Liens,” or (iii) Indebtedness of a Restricted Subsidiary that is not a Guarantor (so long as the assets subject to such Asset Sale are assets of a Subsidiary that is not a Guarantor), and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility, in each case if and to the extent permitted under the terms of such Indebtedness; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/oror (3i) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities), unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businessincluding expenditures for research and development activities, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (ii) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (iii) a combination of (i) and (ii). The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” The Issuer or such Restricted Subsidiary may repay Indebtedness under a revolving Credit Facility during the 360 days following the consummation of such Asset Sale without effecting a permanent reduction in the availability under such revolving credit facility, pending application of such proceeds pursuant to clause (1), (2) or (3) of this Section 4.10(c) or their use as Excess Proceeds in accordance with the next paragraph, and such repayment shall not be considered an application of Net Available Proceeds for purposes of this paragraph; provided, however, that, if such Net Available Proceeds are not applied after 360 days for any purpose other than the repayment of a revolving credit facility, a permanent reduction in the availability under such revolving credit facility shall then be required in order for such repayment to be considered an application of Net Available Proceeds for purposes of this paragraph. (d) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 50.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Pari Passu Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (ai) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (bii) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, on a pro rata basis (or on as nearly a pro rata basis as is practicable) in proportion to the respective principal amounts of the Notes and such other Pari Passu Indebtedness required to be redeemed, the maximum principal amount of Notes (in each case in whole in a principal amount of $1,000 or integral multiples thereof; provided, however, that no Note will be purchased in part if such Note would have a remaining principal amount of less than $2,000) and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basisbasis (or on as nearly a pro rata basis as is practicable); and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (e) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture, and the amount of Excess Proceeds with respect to such Net Proceeds Offer shall be deemed to be zero. (f) Upon the commencement of a Net Proceeds Offer, the Issuer shall send or cause to be sent, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least thirty (30) days and not later than sixty (60) days from the date such notices is mailed (the “Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three (3) days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased; provided, however, that no Note will be purchased in part if such Note would have a remaining principal amount of less than $2,000); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry); provided, however, that each such new Note will be in a principal amount equal to an integral multiple of $1,000 but not less than $2,000. (g) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent funds in Dollars equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. (h) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in principal amount equal to an integral multiple of $1,000 but not less than $2,000. However, if the Net Proceeds Payment Date is on or after an interest Record Date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (i) The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.094.10, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.10 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such the Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets included in and properties sold or otherwise disposed of pursuant to such Asset Sale; and Sale (2as determined by the Board of Directors, whose determination in good faith will be conclusive and evidenced by a Board Resolution), (ii) at least 7580% of the total consideration received by the Company or the Restricted Subsidiary, as the case may be, in such respect of the Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause Equivalents and (2), the following shall be deemed to be cash: (aiii) the Company delivers to the Trustee an Officers' Certificate certifying that the Asset Sale complies with clauses (i) and (ii) of this sentence. The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such any Restricted Subsidiary that is expressly assumed by the transferee in such an Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, that Indebtedness will be deemed to be cash for purposes of clause (bii) of the preceding sentence and will also be deemed to constitute a repayment of, and a permanent reduction in, the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent Indebtedness for purposes of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph. If at any time any non-cash consideration received by the Parent Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to will constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof therefrom shall be applied in accordance with this Section 4.094.16. A transfer of assets by the Company to a Wholly-Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary will not constitute an Asset Sale, and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not constitute an Asset Sale. (b) If the Parent Company or any Restricted Subsidiary engages in consummates an Asset Sale, the Parent Company or such that Restricted Subsidiary shallSubsidiary, as the case may be, may either, no later than 360 270 days following the consummation thereofafter such Asset Sale, (i) apply all or any of the Net Available Proceeds therefrom to: to repay Indebtedness (1other than Subordinated Indebtedness) repay of the Company or any Indebtedness under the Credit Facilities andRestricted Subsidiary, PROVIDED, in each case, that the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; related loan commitment (2if any) repay any Indebtedness which was secured is thereby permanently reduced by the assets sold in such Asset Sale; and/or amount of the Indebtedness so repaid or (3ii) invest all or any part of the Net Available Proceeds thereof in the purchase of properties or assets (that replace the properties or assets that were the subject of the Asset Sale or in other than securitiesproperties or assets that are being, unless such securities represent Equity Interests or will be, used in an entity engaged solely the business of the Company and its Restricted Subsidiaries or in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or Related Business (together with any Restricted Subsidiary in the Permitted Businessshort-term assets incidental thereto). The amount of the Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds"EXCESS PROCEEDS.” " Pending application of such Net Available Proceeds pursuant to this paragraph, the Company or such Restricted Subsidiary may invest such Net Available Proceeds in Cash Equivalents, or temporarily reduce amounts outstanding under any revolving credit facility of the Company or any Restricted Subsidiary. If substantially all (but not all) the property and assets of the Company and its Restricted Subsidiaries are transferred as an entirety to a Person in a transaction permitted under the covenant described under Section 5.01 and the Company or a Restricted Subsidiary received cash or Cash Equivalents in such transaction, then the successor entity will be deemed to have sold the properties and assets of the Company and its Subsidiaries not so transferred for purposes of this covenant and cash at least equal to the fair market value of the assets deemed to be sold must be applied in accordance with the preceding paragraph. (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million5.0 million (each date, an "ASSET SALE TRIGGER DATE"), the Issuer shall Company will be required to make an Offer offer to Purchase purchase, from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so)Notes, in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1i) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or The Company will make an offer to do sopurchase (a "NET PROCEEDS OFFER") any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts from all Holders of the Notes and such other Indebtedness required to be redeemedNotes, in accordance with the procedures set forth in Section 3.08, the maximum principal amount (expressed as a multiple of $1,000) of Notes and Pari Passu Indebtedness that may be redeemed purchased out of the amount (the “Payment "PAYMENT Amount”") of such Excess Proceeds;. (2ii) the The offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”"OFFERED PRICE"), and in accordance with the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as procedures set forth in this Indenture. To the related documentation governing extent that the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto (such Indebtedness;shortfall constituting a "NET PROCEEDS DEFICIENCY"), the Company may use such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the limitations in Section 4.05. (3iii) if If the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the NotesAmount, Notes to be purchased shall will be selected on a pro rata basis; andPRO RATA basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased). The Net Proceeds Offer shall remain open for a period of at least 20 Business Days following its commencement (the "NET PROCEEDS OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the "NET PROCEEDS PURCHASE Date"), the Company will purchase the principal amount of Notes required to be purchased pursuant to this covenant. Payment for any Notes so purchased will be made in the same manner as interest payments are made. (4iv) upon Upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To The Company will not, and will not permit any Restricted Subsidiary to enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the extent that the sum ability of the aggregate Offered Price of Notes tendered pursuant Company to make a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenturefollowing any Asset Sale. The Issuer shall Company will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations thereunder, if applicable, in the event that an Asset Sale occurs and shall not be deemed the Company is required to have breached its obligations under this Section 4.09 by virtue of this complianceoffer to repurchase Notes as described above.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. . (b) For purposes of clause (2) of Section 4.11(a), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (b2) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and; (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii); and (4) the Fair Market Value of any Equity Interests for which the Issuer or such Restricted Subsidiary has a contractual right to require the registration of such Equity Interests under the Securities Act or the applicable securities laws of the jurisdiction in which such Securities are listed on a Major Foreign Exchange ("DESIGNATED NON-CASH CONSIDERATION"); PROVIDED, HOWEVER, that no consideration received in an Asset Sale will constitute Designated Non-Cash Consideration if the classification of such consideration as Designated Non-Cash Consideration would cause the aggregate amount of all such Designated Non-Cash Consideration outstanding at that time to exceed 2.5% of Consolidated Total Assets. (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.11. (d) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities andSenior Debt or Guarantor Senior Debt, and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities), unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businessincluding expenditures for research and development activities, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business. , (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). (e) The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “"EXCESS PROCEEDS." The Issuer or such Restricted Subsidiary may repay Senior Debt or Guarantor Senior Debt under a revolving credit facility during the 360 days following the consummation of such Asset Sale without effecting a permanent reduction in the availability under such revolving credit facility, pending application of such proceeds pursuant to clause (1), (2) or (3) of Section 4.11(d) or their use as Excess ProceedsProceeds in accordance with the next paragraph, and such repayment shall not be considered an application of Net Available Proceeds for purposes of this paragraph; PROVIDED, HOWEVER, that, if such Net Available Proceeds are not applied after 360 days for any purpose other than the repayment of a revolving credit facility, a permanent reduction in the availability under such revolving credit facility shall then be required.” (f) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”"NET PROCEEDS OFFER") to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata PRO RATA in proportion to the respective principal amounts of the Notes and such other Pari Passu Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”"PAYMENT AMOUNT") of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”"OFFERED PRICE"), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”"PARI PASSU INDEBTEDNESS PRICE") shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata PRO RATA portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata PRO RATA basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (g) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”"NET PROCEEDS DEFICIENCY"), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including . (h) Upon the requirements commencement of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply send or cause to be sent, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.11; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the "NET PROCEEDS PAYMENT DATE"); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the applicable securities laws form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and regulations and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall not select the Notes to be purchased on a PRO RATA basis (with such adjustments as may be deemed to have breached its obligations under this Section 4.09 appropriate by virtue the Issuer so that only Notes in denominations of this compliance.$1,000, or integral multiples thereof, shall be purchased); and

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale (including the sale of any of the stock of any Subsidiary) unless at least 100% of the Net Proceeds from such Asset Sale (or, in the case of a Partially Owned Restricted Subsidiary, the Company's Pro Rata Portion thereof, after repayment by such Partially Owned Restricted Subsidiary of its Indebtedness) are applied first to repay Obligations or reduce commitments under the Credit Facilities in accordance with the terms thereof, second to offer to redeem at par the Outstanding Notes and third to offer to redeem at par the Securities. The foregoing application of Net Proceeds from Asset Sales is not required in the case of (i) sales or dispositions generating cash proceeds of less than, with respect to the Company and its Restricted Subsidiaries, $2.5 million and (ii) sales and dispositions as to which the Company delivers a reinvestment notice and the proceeds are so reinvested in one or more communications, publishing, information, education or media assets or businesses within 12 months of the date the relevant Asset Sale is consummated. Notwithstanding the foregoing provisions of this Section 4.11, neither the Company nor its Restricted Subsidiaries shall be required to apply the Net Proceeds from any Asset Sale unless(i) to the extent that the aggregate Net Proceeds from such Asset Sale, together with the Net Proceeds, if any, of any other Asset Sale which have not been previously applied, are less than $25.0 million or (ii) to the extent that, and for so long as, such Net Proceeds cannot be so applied as a result of an encumbrance or restriction permitted pursuant to Section 4.13 hereof. (b) At least 15 days prior to the Company's mailing of a notice of a Net Proceeds Offer, the Company shall notify the Trustee of the Company's obligation to make such Net Proceeds Offer. Notice of a Net Proceeds Offer shall be mailed by the Company not less than 30 Business Days nor more than 40 days before the Net Proceeds Payment Date to the Holders of the Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Net Proceeds Offer shall remain open from the time of mailing until the close of business on the Business Day prior to the Net Proceeds Payment Date. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Parent or such Restricted Subsidiary receives consideration at Net Proceeds Offer is being made pursuant to this Section 4.11 and that the time of such Asset Sale at least equal Securities will be accepted for payment on a PRO RATA basis (rounded down to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2nearest $1,000), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceedsnecessary; (2) the offer price for Purchase Price and the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such IndebtednessPayment Date; (3) if the aggregate Offered Price of Notes validly that any Security not tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable or accepted for payment will continue to the Notes, Notes to be purchased shall be selected on a pro rata basis; andaccrue interest; (4) upon completion of such that any Security accepted for payment pursuant to the Net Proceeds Offer in accordance with shall cease to accrue interest after the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed Payment Date; (5) that each Holder of a Security electing to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered have such Security purchased pursuant to a Net Proceeds Offer and will be required to surrender the aggregate Pari Passu Indebtedness Price paid Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the holders Trustee at the address specified in the notice prior to the close of such Pari Passu Indebtedness is less than business on the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use Business Day prior to the Net Proceeds DeficiencyPayment Date; (6) that Holders will be entitled to withdraw their election if the Trustee receives, not later than the close of business on the fifth Business Day next preceding the Net Proceeds Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered for purchase and a portion thereof, for general corporate purposes, subject statement that such Holder is withdrawing his election to have such Securities purchased; and (7) that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the provisions unpurchased portion of this Indenturethe Securities surrendered. The Issuer Trustee shall comply with applicable tender offer rules, including notify the requirements Company at the opening of Rule 14e-1 under business on the Exchange Act and any other applicable laws and regulations Net Proceeds Payment Date as to the principal amount of each of the Securities or portions thereof which have been surrendered to the Trustee in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To On the extent Net Proceeds Payment Date, the Company shall (i) accept for payment on a PRO RATA basis (if necessary) Securities or portions thereof tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company and any other information that the provisions Trustee may reasonably request in order to make the payments required to be made on the Net Proceeds Payment Date. The Paying Agent shall promptly mail to Holders of Securities so accepted, payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any securities laws unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed by the Trustee to the Holder thereof. The Company will publicly announce the results of the Net Proceeds Offer on or regulations conflict with as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.094.11, the Issuer Trustee shall comply with act as the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliancePaying Agent.

Limitations on Asset Sales. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration unless at the time of such Asset Sale transaction and after giving effect thereto and to the use of proceeds thereof, (a) no Default shall have occurred and be continuing, (b) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets included sold or otherwise disposed of, and (c) in such the case of an Asset Sale; and (2) Sale other than an Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally in the form of cash or Cash Equivalents; provided that the amount of: (1) any liabilities (as reflected in the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms expressly subordinated in right of payment to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by the holder of such Indebtednessall creditors in writing, (b2) the amount of any securities, notes or other similar obligations received by the Issuer or such Restricted Subsidiary from such transferee that are within 60 days converted by the Parent Issuer or such Restricted Subsidiary to into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of the cash actually so received)such Asset Sale, and (c3) any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed an amount equal to the greater of $100.0 million and 3.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of any assets (other than securitieseach item of Designated Non- Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, cash or a portion thereof, Cash Equivalents for general corporate purposes, subject to the provisions purposes of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act provision and any for no other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliancepurpose.

Limitations on Asset Sales. (a) The Parent shall and the Company will not, and shall will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless: unless (1i) the Parent or such Restricted Subsidiary the Company (or the Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value (measured as of the assets included in date of the definitive agreement with respect to such Asset Sale; and ) of the assets, property or Capital Stock issued or sold or otherwise disposed of, (2ii) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the total consideration received in from such Asset Sale is, or series will be when paid (in the case of related Asset Sales consists milestones, royalties and other deferred payment obligations), in the form of cash or Cash Equivalents. For ; provided that for purposes of this clause (2iii), the following shall be deemed to be cash: (a1) any Designated Non-Cash Consideration received by the amount Parent or the Company or such Subsidiary in respect of such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii), not in excess of $5,000,000, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without duplicationgiving effect to subsequent changes in value, (2) any liabilities (as shown on the Parent’s, Company’s or such Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Parent, the Company or any Indebtedness Subsidiary (other than Subordinated Indebtednessliabilities that are by their terms contractually subordinated to the Notes or any Guarantee) of the Parent or such Restricted Subsidiary (A) that is expressly are assumed by the transferee in of any such Asset Sale assets and with respect to for which the Parent Parent, the Company or such Restricted Subsidiary, as the case may be, is unconditionally has been released or indemnified against further liability or (B) in respect of which none of the Parent, the Company or any Subsidiary following such Asset Sale has any obligation; and (3) any securities, notes or other obligations received by the holder of Parent, the Company or any such Indebtedness, (b) the amount of any obligations received Subsidiary from such transferee that are within 60 days converted by the Parent Parent, the Company or such Restricted Subsidiary to within 365 days into cash (or Cash Equivalents, to the extent of the cash actually so received), andor Cash Equivalents received in that conversion. (cb) Within 12 months after the Fair Market Value receipt of any assets (other than securitiesNet Proceeds by the Parent, unless such securities represent Equity Interests in the Company or any Subsidiary from an entity engaged solely in a Permitted BusinessAsset Sale, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Company (or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted applicable Subsidiary, as the case may be) may apply such Net Proceeds: (i) to fund commitments to research, development or manufacture the Parent’s, the Company’s or a Subsidiary’s, or their respective collaboration or licensing partners’, products or other potential product candidates as may be required under the terms of a license agreement, co-development agreement or Joint Venture; (ii) to make Capital Expenditures for the benefit of the business of the Company or any Subsidiary taken as a whole; (iii) to purchase, redeem, or otherwise acquire any Notes; (iv) to acquire other assets that are not classified as current assets under IFRS and that are used or useful in connection with the business of the Parent, the Company or any Subsidiary; or (v) to prepay, repay, redeem or purchase Indebtedness and other obligations under the Secured Facility, the Royalty Facility or other Indebtedness secured by the assets subject to such Asset Sale (and if the Indebtedness repaid is repaid or converted into or sold or otherwise disposed of for cash (other than interest received revolving credit Indebtedness, to correspondingly reduce commitments with respect to any thereto); provided, that, no such non-cash consideration), then the date of such repayment, conversion or disposition Indebtedness shall be deemed to constitute repaid, redeemed or purchased under this clause (v) with the date Material Proceeds. Pending the final application of an Asset Sale hereunder and the any Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset SaleProceeds, the Parent or such Restricted Subsidiary shallthe Company (or the applicable Subsidiary) may temporarily reduce revolving credit borrowings or invest the Net Proceeds in any manner that is permitted under this Indenture. (c) Any Net Proceeds from Asset Sales received by the Parent, no later than 360 days following the consummation thereof, apply all Company or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount form of Net Available Proceeds cash that are not applied or invested within 12 months as provided in this paragraph Section 4.11(b) will constitute “Excess Proceeds.” When At any time when the aggregate amount of Excess Proceeds equals not applied or reinvested in accordance with Section 4.11(b) exceeds $10.0 million5,000,000 (the amount of Excess Proceeds above $5,000,000, the Issuer shall be required to make an Offer to Purchase from all Holders and“Subject Excess Proceeds”), if applicablewithin five days thereafter, redeem (or the Company will make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any (each, an “Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Sale Offer”) to all HoldersHolders of Notes, and (b) to purchase, prepay or redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes after deducting from such Excess Proceeds all accrued and Pari Passu Indebtedness that may be redeemed out of unpaid interest on the Notes and the amount of all fees and expenses, including premiums, incurred in connection with such purchase, prepayment or redemption (the “Payment Offer Amount”) of such Excess Proceeds; (2) the ). The offer price for the Notes shall in any Asset Sale Offer will be payable in cash in an amount equal to 100% of the aggregate principal amount of the Notes tendered pursuant to a Net Proceeds Offerpurchased, prepaid or redeemed, plus accrued and unpaid interest thereon, if any, on such principal amount to the date such Net Proceeds Offer is consummated (of purchase, subject to the “Offered Price”)rights of Holders of Notes on the relevant Interest Record Date as and to the extent provided in Section 15.02, and will be payable in cash. If any Subject Excess Proceeds remain after consummation of an Asset Sale Offer, the redemption price Company may use those Excess Proceeds for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if any purpose not otherwise prohibited by this Indenture. If the aggregate Offered Price principal amount of Notes validly tendered and not withdrawn by Holders thereof in or required to be prepaid or redeemed in connection with such Asset Sale Offer exceeds the pro rata portion of Offer Amount, the Payment Amount allocable to Company will select the Notes, Notes to be purchased shall be selected purchased, prepaid or redeemed on a pro rata basis; and basis (4) upon subject to adjustment to maintain the authorized minimum denomination of the Notes), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of such Net Proceeds Offer in accordance with the foregoing provisionseach Asset Sale Offer, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall will be deemed to be reset at zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto . (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. d) The Issuer shall Company will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase each repurchase of Notes pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 15.02 or this Section 4.094.11, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 15.02 or this Section 4.09 4.11 by virtue of this such compliance. (e) This Section 4.11 shall cease to apply at such time that less than $15,000,000 aggregate principal amount of Notes remain outstanding.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and; (2) either (x) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. Equivalents or (y) the cash or Cash Equivalents portion (without giving effect to Section 4.13(b)(3)) of the total consideration received in such Asset Sale shall be no less than an amount equal to the product of (A) 5.25 and (B) the portion of Consolidated Cash Flow for the Four-Quarter Period directly attributable to the assets included in such Asset Sale; and (3) with respect to any Asset Sale of any Notes Collateral, the Net Available Proceeds from such Asset Sale are paid directly by the purchaser thereof to an Asset Sale Proceeds Account over which the Noteholder Collateral Agent has a fully perfected first-priority lien pursuant to arrangements reasonably satisfactory to the Noteholder Collateral Agent for application in accordance with this Section 4.13. (b) For purposes of clause (2) of Section 4.13(a), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b2) the amount of any obligations obligations, instruments or securities received from such transferee that are within 60 365 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and, (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii), and (4) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed the greater of (x) $10.0 million and (y) 5.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, pursuant to Section 4.13(b)(2) above in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.13. (d) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, by no later than 360 days 12 months following the later of the consummation thereofthereof and the Issuer’s or Restricted Subsidiary’s receipt of the Net Available Proceeds, apply have applied all or any of the Net Available Proceeds therefrom to: (1) if such Net Available Proceeds are proceeds of ABL Collateral, to permanently repay Lenders Debt and, if the obligation repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) if such Net Available Proceeds are proceeds of any Asset Sale (other than an Asset Sale of Collateral), to permanently reduce any Indebtedness under the Credit Facilities constituting Indebtedness of a Foreign Subsidiary (and, in the case of revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) or any such Pari Passu Indebtedness; provided, however, that if any Pari Passu Indebtedness is so reduced, the Issuer will equally and ratably reduce Indebtedness under any revolving credit facilitythe Notes by making an offer to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, effect a permanent reduction in plus accrued and unpaid interest, if any, the availability pro rata principal amount of such revolving credit facility;the Notes; or (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). In addition, following the entering into of a binding agreement with respect to an Asset Sale and prior to the consummation thereof, cash (whether or not actual Net Available Proceeds of such Asset Sale) used for the purposes described in subclause (A), (B) and (C) of this clause (3) that are designated as uses in accordance with this clause (3), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be Net Available Proceeds applied in accordance with this clause (3). Pending the final application of any such Net Available Proceeds from the sale of ABL Collateral, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Available Proceeds in any manner that is not prohibited by this Indenture. The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 4.13(d) will constitute “Excess Proceeds;” provided that until the aggregate amount of Excess Proceeds equals or exceeds $15.0 million, all or any portion of such Excess Proceeds may be invested in the manner described in Section 4.13(d)(3) above and such invested amount shall no longer be considered Excess Proceeds.” (e) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 15.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Other Pari Passu Indebtedness Lien Obligations of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Other Pari Passu Indebtedness Lien Obligations equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Other Pari Passu IndebtednessLien Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed), pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Other Pari Passu Indebtedness Lien Obligations that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price Redemption Price for such Other Pari Passu Indebtedness Lien Obligations (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. zero and released from the Asset Sale Proceeds Account. (f) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Other Pari Passu Indebtedness Lien Obligations is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. (g) In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Article Five other than a transaction meeting the requirements of Section 5.01(a)(3)(a), the successor shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.13, and shall comply with the provisions of this Section 4.13 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). (h) Upon the commencement of a Net Proceeds Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at is registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (i) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on the Net Proceeds Payment Date. (j) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in principal amount of $2,000 and integral multiples of $1,000 in excess thereof. However, if the Net Proceeds Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (k) The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.094.13, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.13 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and; (2) either (x) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. Equivalents or (y) the cash or Cash Equivalents portion (without giving effect to Section 4.13(b)(3)) of the total consideration received in such Asset Sale shall be no less than an amount equal to the product of (A) 5.25 and (B) the portion of Consolidated Cash Flow for the Four-Quarter Period directly attributable to the assets included in such Asset Sale; and (3) with respect to any Asset Sale of any Notes Collateral, the Net Available Proceeds from such Asset Sale are paid directly by the purchaser thereof to an Asset Sale Proceeds Account over which the Noteholder Collateral Agent has a fully perfected first-priority lien pursuant to arrangements reasonably satisfactory to the Noteholder Collateral Agent for application in accordance with this Section 4.13. (b) For purposes of clause (2) of Section 4.13(a), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b2) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii). (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, pursuant to Section 4.13(b)(2) above in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.13. (d) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, by no later than 360 days 12 months following the later of the consummation thereofthereof and the Issuer’s or Restricted Subsidiary’s receipt of the Net Available Proceeds, apply have applied all or any of the Net Available Proceeds therefrom to: (1) if such Net Available Proceeds are proceeds of ABL Collateral, to permanently repay Lenders Debt and, if the obligation repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) if such Net Available Proceeds are proceeds of any Asset Sale (other than an Asset Sale of Collateral), to permanently reduce any Indebtedness under the Credit Facilities constituting Indebtedness of a Foreign Subsidiary (and, in the case of revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) or any such Pari Passu Indebtedness; provided, however, that if any Pari Passu Indebtedness is so reduced, the Issuer will equally and ratably reduce Indebtedness under any revolving credit facilitythe Notes by making an offer to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, effect a permanent reduction in plus accrued and unpaid interest, if any, the availability pro rata principal amount of such revolving credit facility;the Notes; or (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B). In addition, following the entering into of a binding agreement with respect to an Asset Sale and prior to the consummation thereof, cash (whether or not actual Net Available Proceeds of such Asset Sale) used for the purposes described in subclause (A), (B) and (C) of this clause (3) that are designated as uses in accordance with this clause (3), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be Net Available Proceeds applied in accordance with this clause (3). The amount of Net Available Proceeds not applied or invested as provided in this paragraph Section 4.13(d) will constitute “Excess Proceeds;” provided that until the aggregate amount of Excess Proceeds equals or exceeds $15.0 million, all or any portion of such Excess Proceeds may be invested in the manner described in Section 4.13(d)(3) above and such invested amount shall no longer be considered Excess Proceeds.” (e) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 15.0 million, the Issuer shall will be required to make an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Other Pari Passu Indebtedness Lien Obligations of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Other Pari Passu Indebtedness Lien Obligations equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Other Pari Passu IndebtednessLien Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed), pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Other Pari Passu Indebtedness Lien Obligations that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price Redemption Price for such Other Pari Passu Indebtedness Lien Obligations (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. zero and released from the Asset Sale Proceeds Account. (f) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Other Pari Passu Indebtedness Lien Obligations is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. (g) In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Article Five other than a transaction meeting the requirements of Section 5.01(a)(3)(b), the successor shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.13, and shall comply with the provisions of this Section 4.13 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). (h) Upon the commencement of a Net Proceeds Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at is registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (i) On the Net Proceeds Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Net Proceeds Offer on the Net Proceeds Payment Date. (j) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in principal amount of $1,000 or an integral multiple thereof. However, if the Net Proceeds Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (k) The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.094.13, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.13 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: : (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and Sale and (2) at least 7570% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of clause (2this Section 4.06(a), the following shall be are deemed to be cash: : (ai) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, ; (bii) the amount of any obligations received from such transferee that are within 60 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and ; (ciii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted BusinessBusiness and (iv) any Designated Non-cash Consideration received by the Parent or any Restricted Subsidiary in such Asset Sale the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date (and not subsequently converted into Cash Equivalents and treated as Net Available Proceeds of an Asset Sale), does not exceed the greater of (i) $30,000,000 and (ii) 1.25% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If 4.06. (b) In the event that the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereofreceipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom to: (1) repay any to permanently repay, prepay, redeem or repurchase (x) Obligations under Indebtedness secured by Permitted Liens pursuant to clauses (13), (14), (16), and (17) of the definition of “Permitted Liens” (whose commitments shall be correspondingly reduced permanently upon such repayment or prepayment), (y) Obligations under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all Securities or any part other Pari Passu Indebtedness of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary of the Parent; provided that if the Parent or any such Restricted Subsidiary shall so repay or prepay any such other Pari Passu Indebtedness, the Parent will reduce Obligations under the Securities on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) redeeming notes as described under Section 5 of the Securities, (B) making an offer (in accordance with the procedures set forth in Section 4.06(c) and (d) for an Asset Sale Offer) to all Holders to purchase their Securities at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon or (C) purchasing Securities through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law, at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (z) Indebtedness of a Restricted Subsidiary of the Parent that is not a Guarantor, other than Indebtedness owed to the Parent or another Restricted Subsidiary of the Parent; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Parent; (3) to make a capital expenditure; (4) to acquire Additional Assets or improve or develop existing assets to be used in a Permitted Business. The amount ; or (5) to make any combination of the foregoing payments, redemptions, repurchases or investments; provided, however, that, with respect to clauses (2), (3), (4) or (5) of this Section 4.06(b), a binding commitment entered into by the end of such 360-day period under which the Parent or such Restricted Subsidiary, as applicable, is contractually committed to acquire the assets or Capital Stock of a Person engaged in a Permitted Business, invest in Additional Assets or make such capital expenditures shall be treated as a permitted application of Net Available Proceeds from the date of such commitment so long as (x) the Parent or such Restricted Subsidiary entered into such commitment with the good faith expectation that such Net Available Proceeds will be applied to satisfy such commitment within 180 days of entering into such commitment (an “Acceptable Commitment”) and (y) such Net Available Proceeds are actually applied in such manner within the later of 360 days from receipt of such Net Available Proceeds from the applicable Asset Sale and 180 days from the date of the Acceptable Commitment. Pending the final application of any Net Available Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in this paragraph Section 4.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15,000,000, the Issuer Parent shall, or shall be required to cause the Company to, make an Asset Sale Offer to Purchase from all Holders and, and if applicable, redeem the Company elects (or make an offer to do so) any Pari Passu Indebtedness is required by the terms of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness), pro rata in proportion all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, purchase the maximum aggregate principal amount of Notes Securities and such Pari Passu Indebtedness Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, that may be redeemed out of purchased with an amount equal to the amount (the “Payment Amount”) of such Excess Proceeds; (2) the Proceeds at an offer price for the Notes shall be payable in cash in an amount equal to not less than 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not less than the amount of the Notes tendered pursuant to a Net Proceeds Offeraccreted value thereof at such time, plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such Net Proceeds Offer is consummated (offer, in accordance with the “Offered Price”), and procedures set forth in this Indenture. In the redemption price for such event that the Parent or any Restricted Subsidiary of the Parent prepays any Pari Passu Indebtedness (that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the “Parent or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. After the completion of an Asset Sale, the Parent and its Restricted Subsidiaries may make an Asset Sale Offer prior to the time they are required to do so by the first sentence of this paragraph. If the Parent or any Restricted Subsidiary completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Parent and its Restricted Subsidiaries shall be deemed to have complied with this Section 4.06 with respect to the application of such Net Available Proceeds, and any such Net Available Proceeds remaining after completion of such Asset Sale Offer may be used by the Parent and its Restricted Subsidiaries for any purpose not prohibited by this Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not provided by this Indenture. If the aggregate principal amount of Securities and other Pari Passu Indebtedness Price”) shall tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the Securities and such other Pari Passu Indebtedness to be as set forth in the related documentation governing such Indebtedness; (3) if purchased on a pro rata basis based on the aggregate Offered Price principal amount of Notes the Securities and the other Pari Passu Indebtedness to be purchased validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon withdrawn. Upon completion of such Net Proceeds Offer in accordance with the foregoing provisionseach Asset Sale Offer, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall will be deemed to be reset at zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto . (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. d) The Issuer Parent shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase each repurchase of Notes Securities pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.06, the Issuer Parent shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.09 4.06 by virtue of this such compliance.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: : (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in such Asset Sale; and Sale and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided that the foregoing requirement shall not apply with respect to any Asset Sale by way of loss, damage or destruction of property or assets or condemnation or other involuntary disposition of such property or assets. For the purposes of clause (2Section 4.06(a)(2), the following shall be deemed to be cash: cash (ai) the amount (without duplication) of any Indebtedness liabilities (other than Subordinated Indebtednessas shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred, increased or decreased subsequent to the date of such balance sheet, such liabilities that would have been reflected in the Issuer’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as determine in good faith by the Issuer) of the Parent Issuer or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) that is expressly assumed by the transferee (or a third party on behalf of the transferee) in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, liability; (bii) the amount of any securities, notes or other obligations received from such transferee that are within 60 180 days following the closing of such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to cash or Cash Equivalents (to the extent of the cash or Cash Equivalents actually so received); (iii) Indebtedness of any Restricted Subsidiary of the Issuer that is no longer a Restricted Subsidiary as a result of such Asset Sale, and to the extent that the Issuer and each other Restricted Subsidiary are released from any Security Guarantee of such Indebtedness in connection with such Asset Sale; (civ) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted BusinessBusiness and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale, the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (v) (and not subsequently converted into cash or Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale), does not exceed the greater of (i) $15.0 million and (ii) 3.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If 4.06. (b) In the Parent event that the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereofreceipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom to: (1) repay any to permanently repay, prepay, redeem or repurchase (x) Obligations under Indebtedness secured by Permitted Liens (so long as the commitments thereunder shall be correspondingly reduced permanently upon such repayment or prepayment), (y) Obligations under the Credit Facilities andSecurities or any other Pari Passu Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; provided that if the Issuer or any such Restricted Subsidiary shall so repay or prepay any such other Pari Passu Indebtedness, the Issuer will reduce Obligations under the Securities on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) redeeming notes as described under paragraph 5 of the Securities, (B) making an offer (in accordance with the procedures set forth in Section 4.06(c) and (d) for an Asset Sale Offer) to all Holders to purchase their Securities at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Securities to be repurchased or (C) purchasing Securities through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law, at a price not less than 100% of the case principal amount thereof, plus the amount of any such accrued but unpaid interest, if any, thereon, or (z) Indebtedness under any revolving credit facilityof a Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor, effect a permanent reduction in other than Indebtedness owed to the availability Issuer or another Restricted Subsidiary of such revolving credit facility; the Issuer; (2) repay any Indebtedness which was secured by to acquire all or substantially all of the assets sold in such Asset Sale; and/or (3) invest all of, or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity of, another Person engaged solely in a Permitted Business, if, after giving effect to any such entity acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary and of the Parent Issuer; (3) to make a capital expenditure; (4) to acquire additional assets or a Restricted Subsidiary acquires voting and management control of such entity) improve or develop existing assets to be used by in a Permitted Business; or (5) to make any combination of the Parent foregoing payments, redemptions, repurchases or any Restricted Subsidiary investments; provided that in the case of subsections (2), (3), (4) or (5) of this Section 4.06(b), a binding commitment to acquire the assets of, or Equity Interests of a Person engaged in a Permitted Business. The , invest in additional assets or to make such capital expenditures shall be treated as a permitted application of an amount of Net Available Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such amount of Net Available Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and such Net Available Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment. Pending the final application of any Net Available Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in this paragraph Section 4.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to will make an Asset Sale Offer to Purchase from all Holders and, of Securities and if applicable, redeem the Issuer elects (or make an offer to do so) any Pari Passu Indebtedness of the Issuer and/or its Restricted Subsidiaries are required by the provisions terms of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness), pro rata in proportion all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, purchase the maximum aggregate principal amount of Notes Securities, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, and such Pari Passu Indebtedness Indebtedness, that may be redeemed out of purchased with an amount equal to the amount (the “Payment Amount”) of such Excess Proceeds; (2) the Proceeds at an offer price for the Notes shall be payable in cash in an amount equal to not less than 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not less than the amount of the Notes tendered pursuant to a Net Proceeds Offeraccreted value thereof at such time, plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. After the completion of an Asset Sale, the Issuer may make an Asset Sale Offer prior to the time they are required to do so by the first sentence of this paragraph. If the Issuer completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Issuer shall be deemed to have complied with this Section 4.06 with respect to the application of such Net Proceeds Offer is consummated (the “Offered Price”)Available Proceeds, and any such Net Available Proceeds remaining after completion of such Asset Sale Offer will no longer be deemed Excess Proceeds and may be used by the redemption price Issuer and its Restricted Subsidiaries for such any purpose not prohibited by this Indenture. If the aggregate principal amount of Securities and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Securities (in accordance with the “procedures of the Depository) and the trustee or agent for such other Pari Passu Indebtedness Price”) shall select such other Pari Passu Indebtedness to be as set forth in the related documentation governing such Indebtedness; (3) if purchased on a pro rata basis based on the aggregate Offered Price principal amount of Notes the Securities and the other Pari Passu Indebtedness to be purchased validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable (subject to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon adjustments so that no Security in an unauthorized denomination remains outstanding after such purchase). Upon completion of such Net Proceeds Offer in accordance with the foregoing provisionseach Asset Sale Offer, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall will be deemed to be reset at zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto . (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. d) The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 14e-l under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase each repurchase of Notes Securities pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.06, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.09 4.06 by virtue of this such compliance.

Limitations on Asset Sales. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset SaleSale after giving effect to any indemnification, adjustment of purchase price, earn-out or similar adjustment; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) ), accounts payable and accrued expenses of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect pursuant to which a customary written novation or assumption agreement that releases the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,Subsidiary from further liability; (b) the amount of any obligations received from such transferee that are within 60 days due and payable or reasonably expected to be converted by the Parent Issuer or such Restricted Subsidiary to cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together Table of Contents -51- with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the extent greater of (i) $20.0 million and (ii) 3.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash actually so received)Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose; and (cd) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes (ii) Equity Interests in a Person that is a Restricted Subsidiary and the Parent or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary acquires voting and management control immediately upon the acquisition of such entity) to be used Person by the Parent Issuer or any Restricted Subsidiary in the Permitted Business. The amount (iii) a combination of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do soi) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”ii), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) either (x) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash EquivalentsEquivalents or (y) the cash or Cash Equivalents portion (without giving effect to clause (c) of the next paragraph) of the total consideration received in such Asset Sale shall be no less than an amount equal to the product of (A) 5.25 and (B) the portion of Consolidated Cash Flow for the Four-Quarter Period directly attributable to the assets included in such Asset Sale. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any liabilities (other than liabilities that are by their terms subordinated to the Obligations) or Indebtedness (other than Subordinated Indebtedness) of the Parent Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations obligations, instruments, securities or other assets received from such transferee that are within 60 365 days converted by the Parent Borrower or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and, (c) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Borrower or any Restricted Subsidiary to be used by it in the Permitted Business, (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Borrower or (iii) a combination of (i) and (ii), (d) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed the greater of (x) $20.0 million and (y) 15% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), and (e) any Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and each other Restricted Subsidiary are unconditionally released from any guarantee of payment of such Indebtedness in connection with such Asset Sale. If at any time any non-cash consideration received by the Parent Borrower or any Restricted Subsidiary, as the case may be, pursuant to clause (b) above in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Cash Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds2.13.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. . (b) For purposes of clause (2) of Section 4.13(a), the following shall be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b2) the amount of any obligations securities received from such transferee that are within 60 365 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c3) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the a Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer or (iii) a combination of (i) and (ii). (c) If at any time any non-cash consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.13. (d) If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness obligations under the Credit Facilities andAgreement, and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; (3) repay any Pari Passu Indebtedness that is secured by a Lien (to the extent of the value of the assets (excluding any assets also pledged to secure the Notes or any Note Guarantee pursuant to clause (1) of Section 4.12) secured by such Lien), which Lien is permitted by this Indenture; (4) repay any Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; and/or (35) (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the a Permitted Business, (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition, (C) make capital expenditures or (D) a combination of (A), (B) and/or (C); provided that the Issuer and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (5) of this paragraph if and to the extent that, within 365 days after the Asset Sale that generated the Net Available Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to effect the provisions of clause (5) of this paragraph, and the Net Available Proceeds are applied as described in clause (5) of this paragraph within 180 days after the end of such 365-day period; provided that if any Net Available Proceeds are not so applied, then such Net Available Proceeds shall constitute Excess Proceeds (as defined below) on such 180th day. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” ” (e) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 25.0 million, the Issuer shall will be required to make within 10 Business Days thereof, an Offer offer to Purchase purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall will (a) make an Offer offer to Purchase purchase (a “Net Proceeds Offer”) to all HoldersHolders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall will be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (f) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including . (g) Pending the requirements final application of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes Net Available Proceeds pursuant to this covenant, the holder of such Net Available Proceeds may apply such Net Available Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Available Proceeds in Cash Equivalents. (h) Upon the commencement of a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply send, by first class mail, a notice to the Trustee and to each Holder at is registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “Net Proceeds Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and after the Net Proceeds Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer shall be required to surrender the Notes, with the applicable securities laws form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Net Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and regulations and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Payment Amount, the Issuer shall not select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed to have breached its obligations under this Section 4.09 appropriate by virtue the Issuer so that only Notes in denominations of this compliance.$1,000, or integral multiples of $1,000, shall be purchased); and

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate engage in any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and sold, (2ii) at least 7580% of the total consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale or series of related Asset Sales consists of (A) cash or Cash Equivalents. For purposes of clause , (2), the following shall be deemed to be cash: (aB) the amount (without duplication) assumption of any Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent any Guarantor or such Indebtedness of any non-Guarantor Restricted Subsidiary, as (C) Related Assets or (D) any combination of the case may beforegoing clauses (A), is unconditionally released by the holder of such Indebtedness,(B) and (C). (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent Company or any Restricted Subsidiary engages in an Asset Sale, the Parent Company or such any Restricted Subsidiary shallmay either, no later than 360 270 days following the consummation thereofafter such Asset Sale, (i) apply all or any of the Net Available Proceeds therefrom to: (1) to repay any Indebtedness amounts outstanding under the Credit Facilities andAgreement (including by providing cash collateral) or any other Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary; provided, in each case, that the case related loan commitment (if any) is thereby permanently reduced by the amount of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; so repaid or (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3ii) invest all or any part of the Net Available Proceeds thereof in the purchase Related Assets. Pending final disposition of assets (other than securitiesNet Available Proceeds, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to amounts may be used by to repay any amounts outstanding under the Parent or any Restricted Subsidiary in the Permitted BusinessCredit Agreement. The amount of such Net Available Proceeds not applied or invested as provided in this paragraph will constitute “"Excess Proceeds".” (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 5.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders andCompany shall, if applicablewithin 15 business days, redeem (or make an offer to do sopurchase (a "Net Proceeds Offer") any Pari Passu Indebtedness from all Holders of Notes the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate maximum principal amount (expressed as a multiple of $1,000) of Notes and such Pari Passu Indebtedness equal to that may be purchased (the "Payment Amount") out of the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the . The offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date such Net Proceeds Offer is consummated (the “"Offered Price”"). (d) The Company shall, within the time period provided in paragraph (c) above, notify the Trustee in writing of any Net Proceeds Offer and shall give written notice of such Net Proceeds Offer to each Holder of Notes in the manner provided in Section 106 stating: (1) that the Holder has the right to require the Company to repurchase such Holder's Notes at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered; (2) the date of purchase of Notes pursuant to the Net Proceeds Offer (the "Asset Sale Purchase Date"), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as set forth in is necessary to comply with requirements under the related documentation governing such IndebtednessExchange Act or any applicable securities laws or regulations; (3) if that any Note not tendered will continue to accrue interest pursuant to its terms; (4) that, unless the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds Company defaults in the pro rata portion payment of the Payment Amount allocable Offered Price, any Note accepted for payment pursuant to the Notes, Notes Net Proceeds Offer shall cease to be purchased shall be selected on a pro rata basisaccrue interest after the Asset Sale Purchase Date; and (45) upon completion of such the instructions a Holder must follow to accept an Net Proceeds Offer or to withdraw such acceptance in accordance with paragraph (e) of this Section. (e) Holders electing to have Notes purchased will be required to surrender such Notes to the foregoing provisionsCompany at the address specified in the notice at least five Business Days prior to the Asset Sale Purchase Date. Holders will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Excess Proceeds with respect the Notes delivered for purchase by the Holder as to which such Net Proceeds Offer was made shall be deemed his election is to be zerowithdrawn and a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Note surrendered. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “"Net Proceeds Deficiency”"), the Issuer Company may use the such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions limitations of this IndentureSection 1011 hereof. If the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Notes to be purchased will be selected on a pro rata basis. Upon completion of such Net Proceeds Offer, the amount of Excess Proceeds remaining shall be zero. The Issuer shall Company will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations thereunder, if applicable, in the event that an Asset Sale occurs and shall not be deemed the Company is required to have breached its obligations under this Section 4.09 by virtue of this compliancepurchase Notes as described above.

Limitations on Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale Sale, unless: (1) the Parent consideration received by the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale is at least equal to the Fair Market Value fair market value of the assets included in such Asset Salesold or disposed of; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Temporary Cash Equivalents. For purposes Investments; provided, however, with respect to the sale of one or more healthcare properties that (A) up to 75% of the consideration may consist of indebtedness of the purchaser of such healthcare properties so long as such indebtedness is secured by a first priority Lien on the healthcare property or properties sold and (B) up to 66-2/3% of the consideration may consist of indebtedness of the purchaser of such healthcare properties so long as such indebtedness is secured by a second priority Lien on the healthcare property or properties sold and such indebtedness together with all other indebtedness received pursuant to this clause (2), the following shall be deemed to be cash:B) does not exceed $7.5 million in aggregate principal amount at any time outstanding. (ab) In the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of event and to the Parent extent that the Net Cash Proceeds received by the Issuer or such Restricted Subsidiary that is expressly assumed by from one or more Asset Sales occurring on or after the transferee Closing Date in such Asset Sale and with respect any period of 12 consecutive months exceed 5% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder commencement of such Indebtedness, (b) 12-month period for which a consolidated balance sheet of the amount of any obligations received from such transferee that are within 60 days converted by Issuer and its Restricted Subsidiaries has been filed with the Parent SEC or such Restricted Subsidiary to cash (provided to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary Trustee pursuant to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash considerationSection 4.15), then the date of such repayment, conversion Issuer shall or disposition shall be deemed to constitute cause the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any relevant Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any within 12 months after the date Net Cash Proceeds so received exceed 5% of Adjusted Consolidated Net Tangible Assets: (i) apply an amount equal to such excess Net Cash Proceeds to permanently reduce Indebtedness under the Line of Credit Facilities andor the GECC Term Loan, or (ii) invest an amount equal to such excess Net Cash Proceeds, or the amount not so applied pursuant to clause (i) of this Section 4.11(b)(1) (or enter into a definitive agreement committing to so invest within six months after the date of such agreement), in property or assets (which may include Permitted Mortgage Investments) (other than current assets) of a nature or type or that are used in a business (or in a Restricted Subsidiary having property and assets of a nature or type, or engaged in a business) similar or related to the case nature or type of the property and assets of, or the business of, the Issuer or any such Indebtedness under any revolving credit facility, effect a permanent reduction in of its Restricted Subsidiaries existing on the availability date of such revolving credit facility;Investment, and (2) repay any Indebtedness which was secured by apply (no later than the assets sold in such Asset Sale; and/or (3) invest all or any part end of the 12-month period referred to in clause (1)) such excess Net Available Cash Proceeds thereof (to the extent not applied pursuant to clause (1)) as provided in the purchase following paragraph of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Businessthis Section 4.11. The amount of such excess Net Available Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied or invested as provided in this paragraph will so required by the end of such period shall constitute “Excess Proceeds.” When If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds equals or exceeds not previously subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $10.0 15 million, the Issuer shall be required to make must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from all the Holders of the Notes and, if applicable, redeem (or make an offer to do so) the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in on a pro rata basis an aggregate principal amount of Notes (and such Pari Passu Indebtedness Indebtedness) equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (on such date, at a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer purchase price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer(and Pari Passu Indebtedness), plus plus, in each case, accrued and unpaid interest thereoninterest, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this complianceDate.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately after giving effect to such Asset Sale; and , no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7580% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For purposes of clause (2), the following shall be deemed to be cash: (a) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, , and (by) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 60 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received), shall be deemed to be cash for purposes of clause (iii) of the preceding sentence and , in the case of clause (cx) above, shall also be deemed to constitute a repayment of, and a permanent reduction in, the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.094.16. A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale, and a transfer of assets that is excluded from the definition of "Restricted Payment" or that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale. (b) If the Parent Company or any Restricted Subsidiary engages in an Asset Sale, the Parent Company or such any Restricted Subsidiary shall, no later than 360 270 days following the consummation thereof, after such Asset Sale (i) apply all or any of the Net Available Proceeds therefrom to: to repay amounts outstanding under the New Credit Facility or any other Senior Indebtedness; provided, in each case, that the related loan commitment (1if any) repay of any Indebtedness under constituting revolving credit debt is thereby permanently reduced by the Credit Facilities and, in the case amount of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facility; debt so repaid; and/or (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3ii) invest all or any part of the Net Available Proceeds thereof in the purchase of fixed assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Company and its Restricted Subsidiaries in a Related Business (together with any short-term assets incidental thereto), or any Restricted Subsidiary in the Permitted Businessmaking of a Related Business Investment. The amount of such Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds"EXCESS PROCEEDS.” " (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall Company will be required to make an Offer offer to Purchase purchase, from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness holders of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so)Notes, in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1i) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or The Company will make an offer to do sopurchase (a "NET PROCEEDS OFFER") any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts from all holders of the Notes and such other Indebtedness required to be redeemed, in accordance with the procedures set forth in Section 3.08 the maximum principal amount (expressed as a multiple of $1,000) of Notes and Pari Passu Indebtedness that may be redeemed purchased out of the amount (the “Payment Amount”"PAYMENT AMOUNT") of such Excess Proceeds;. (2ii) the The offer price for the Notes shall will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”"OFFERED PRICE"), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations procedures set forth in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance3.

Limitations on Asset Sales. (a) The Parent Borrower shall not, and the Borrower shall not permit any Restricted Subsidiary to, directly cause, make or indirectly, consummate any suffer to exist an Asset Sale of any Collateral, unless: (1i) the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets included in such Asset Sale; andsold or otherwise disposed of; (2ii) except in the case of a Permitted Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by in the holder form of such Indebtedness, cash or Cash Equivalents (b) provided that the amount of (A) any liabilities (as shown on the Borrower's or such Restricted Subsidiary's most recent internal balance sheet or in the notes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which the Borrower or such Restricted Subsidiary has been validly released by all creditors in writing, (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are within 60 days converted by the Parent Borrower or such Restricted Subsidiary to into cash (to the extent of the cash actually so received) within 180 days following the closing of such Asset Sale and (C) any Designated Noncash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (I) $125,000,000 and (II) 1.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), ; and (ciii) an amount equal to 100% of the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control Net Proceeds of such entity) received Asset Sale (less, in the case of the sale of Capital Stock of a Person, the amount allocable to the inventory and related assets of such Person, as determined by the Parent or Borrower in good faith) is paid directly by the purchaser thereof to the Agent to be held in trust for application in accordance with Section 2.20 (including paragraph (g) thereof). (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, cause, make or suffer to be used by it in exist an Asset Sale that is not an Asset Sale of Collateral, unless: (i) the Permitted Business. If at any time any non-cash consideration received by the Parent Borrower or any such Restricted Subsidiary, as the case may be, in connection with any receives consideration at the time of such Asset Sale is repaid or converted into or at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; (ii) except in the case of for a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (provided that the amount of (A) any liabilities (as shown on the Borrower's or such Restricted Subsidiary's most recent internal balance sheet or in the notes thereto) of the Borrower or such Restricted Subsidiary, other than interest received with respect liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such non-cash consideration), then assets (or a third party on behalf of the date of such repayment, conversion or disposition shall be deemed to constitute transferee) and for which the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent Borrower or such Restricted Subsidiary shallhas been validly released by all creditors in writing, no later than 360 (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability closing of such revolving credit facility; Asset Sale and (2C) repay any Indebtedness which was secured Designated Noncash Consideration received by the assets sold Borrower or such Restricted Subsidiary in such Asset Sale; and/or Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3C) invest all or any part that is at that time outstanding, not to exceed the greater of (I) $125,000,000 and (II) 1.75% of Total Assets at the time of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control receipt of such entity) to be used by the Parent or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 millionDesignated Noncash Consideration, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to do so)subsequent changes in value, in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum cash for purposes of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer this provision and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto for no other purpose); and (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use iii) the Net Proceeds Deficiency, or a portion of such Asset Sale are applied in accordance with Section 2.20 (including paragraph (g) thereof, for general corporate purposes, subject to the provisions of this Indenture. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance).

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in for such Asset Sale or a series of related Asset Sales consists of cash or Cash Equivalents. For purposes of this clause (2), each of the following shall be deemed to be cash: (aA) the amount (without duplication) of any of the Company’s or such Restricted Subsidiary’s Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,; (bB) the amount of any obligations received from such transferee that are within 60 days converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received), ; and (cC) the Fair Market Value of (i) any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Company or any Restricted Subsidiary to be used by it in the a Permitted Business. , (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Company or (iii) a combination of (i) and (ii). (b) If at any time any non-cash consideration received by the Parent Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. 4.10. (c) If the Parent Company or any Restricted Subsidiary engages in an Asset Sale, the Parent Company or such Restricted Subsidiary shall, no later than 360 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities andSenior Debt or Guarantor Senior Debt, and in the case of any such Indebtedness repayment under any revolving credit facility, effect a permanent reduction in the availability of under such revolving credit facility; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or; (3A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Company or any Restricted Subsidiary in the Permitted Business. , (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); and/or (4) make a Net Proceeds Offer and redeem or repurchase Pari Passu Indebtedness in accordance with the procedures described below and in Section 3.09. (d) The amount of Net Available Proceeds not applied or invested as provided in this paragraph will Section 4.10(c) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 25.0 million, the Issuer Company shall be required to make an Offer offer (a “Net Proceeds Offer”) to Purchase purchase from all Holders of Notes and, if applicable, redeem (or make an offer to do so) purchase or redeem any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer Company to make an offer to purchase or redeem such Pari Passu Indebtedness with the proceeds from any Asset Sales (or offer to do so)Sales, in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer Company shall (aA) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do sopurchase to all Holders in accordance with the procedures set forth in Section 3.09, and (B) make an offer to purchase or redeem any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount of such Excess Proceeds (the “Payment Amount”) of such Excess Proceeds); (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and in accordance with the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as procedures set forth in the related documentation governing such IndebtednessSection 3.09; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, the Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. . (e) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer Company may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. . (f) The Issuer Company shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase each repurchase of Notes pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.094.10, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.09 4.10 by virtue of this such compliance.

Limitations on Asset Sales. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and (2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For purposes of clause (2), the following shall be deemed to be cash: (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 30 days converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent Issuer or any Restricted Subsidiary engages in an Asset Sale, the Parent Issuer or such Restricted Subsidiary shall, no later than 360 days one year following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to: (1) repay any Indebtedness under the Credit Facilities and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability of such revolving credit facilityFacilities; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Parent Issuer or any Restricted Subsidiary in the Permitted Business. The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01 the successor corporation shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any an Asset Sale unless: (1) the Parent Issuer or such any of its Restricted Subsidiary Subsidiaries receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Saleor Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration (which consideration will not include any contingent payment obligations related to such Asset Sale, including, without limitation, earnout payments, purchase price adjustments, deferred purchase price payments and bonuses and other forms of compensation to employees or consultants) received in such the Asset Sale by the Issuer or series of related Asset Sales consists such Restricted Subsidiary is in the form of cash or Cash Equivalents. . (b) For purposes of clause (2Section 4.13(a), each of the following shall will be deemed to be cash: (a1) the amount (without duplication) of any Indebtedness or other liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or any of its Restricted Subsidiaries (other than Subordinated Indebtednessliabilities that are expressly subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Issuer or any such Restricted Subsidiary from such liabilities; (2) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee or any other Person on account of such Asset Sale that are, within 180 days of the Parent Asset Sale, converted by the Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent into cash or such Restricted SubsidiaryCash Equivalents, as the case may be, is unconditionally released by the holder of such Indebtedness, (b) the amount of any obligations received from such transferee that are within 60 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so receivedor Cash Equivalents received in that conversion; (3) any stock or assets of the kind referred to in clause (2) or (5) of Section 4.13(c); (4) cash held in escrow as security for any purchase price settlement, for damages in respect of a breach of representations and warranties or covenants or for payment of other contingent obligations in connection with the Asset Sale; (5) any Marketable Securities valued based on the Average Market Price of such Marketable Securities at the time of the consummation of such Asset Sale; and (6) properties and assets that are used in, or Equity Interests of a Person engaged in, a Permitted Business. (c) Within 365 days after the Fair Market Value receipt of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. If the Parent or any Restricted Subsidiary engages in from an Asset Sale, the Parent or such Restricted Subsidiary shall, no later than 360 days following the consummation thereof, apply all Issuer or any of the its Restricted Subsidiaries may (or enter into a legally binding agreement to), at its option, apply such Net Available Proceeds therefrom toProceeds: (1a) to repay or prepay any Indebtedness and all obligations under the Credit Facilities and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (b) in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in where the availability property or asset that was the subject of such revolving credit facilityAsset Sale is encumbered by a Lien of the type described in clause (6) or (7) of the definition of the term “Permitted Liens,” repay the Indebtedness that was secured by such Lien; (2) repay any Indebtedness which was secured by to acquire all or substantially all of the assets sold of, or any Capital Stock of, a Person engaged in a Permitted Business; provided that in the case of acquisition of Capital Stock of any Person, such Asset Sale; and/orPerson is or becomes a Restricted Subsidiary of the Issuer; (3) invest all to make a capital expenditure; (4) to deposit into the CCF Account; (5) to acquire other assets that are not classified as current assets under GAAP and that are used or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely useful in a Permitted BusinessBusiness (including, such entity becomes without limitation, Vessels and Related Assets); or (6) to redeem or repurchase Indebtedness of the Issuer that is pari passu with the Notes in an aggregate principal amount at maturity not to exceed $10.0 million in any twelve month period or, in the case of an Asset Sale by a Restricted Subsidiary and Subsidiary, to redeem or repurchase Indebtedness of any of its Restricted Subsidiaries. Pending the Parent or a Restricted Subsidiary acquires voting and management control final application of such entity) to be used by any Net Proceeds, the Parent Issuer or any of its Restricted Subsidiary Subsidiaries may temporarily reduce outstanding Indebtedness or otherwise invest the Net Proceeds in the Permitted Business. The amount of any manner that is not prohibited by this Indenture. (d) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in this paragraph will Section 4.13(c) shall constitute “Excess Proceeds.” Any Net Proceeds that are required to be applied pursuant to a legally binding agreement but are not so applied shall constitute Excess Proceeds upon the earlier of (i) the expiration of such agreement and (ii) 545 days after the receipt of such Net Proceeds; provided that in the case of any Vessel Construction Contract such Net Proceeds shall only constitute Excess Proceeds to the extent not reinvested upon the expiration of such Vessel Construction Contract. When the aggregate amount of Excess Proceeds equals or exceeds $10.0 25.0 million, the Issuer shall be required to make an Offer to Purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any purchase (an “Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (1) the Issuer shall (a) make an Offer to Purchase (a “Net Proceeds Sale Offer”) to all Holders, Holders and (b) redeem (or make an offer to do so) any such all holders of other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum Accreted Value of Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness such other pari passu indebtedness that may be redeemed required to be purchased out of the amount Excess Proceeds (the “Payment Amount”) ); provided, however, notwithstanding the foregoing, in the case of an Asset Sale by a Restricted Subsidiary of the Issuer, the Issuer shall not be required to make an Asset Sale Offer to the extent such Excess Proceeds; (2) Restricted Subsidiary is not permitted pursuant to the terms of its outstanding Indebtedness, any other agreement or applicable law to make such Net Proceeds available to the Issuer to fund such Asset Sale Offer. The offer price for the Notes in any Asset Sale Offer shall be payable in cash in an amount equal to 100% of the principal amount Accreted Value of the Notes tendered pursuant to a Net Proceeds Offer, as of the date of purchase plus any accrued and unpaid interest and Special Interest thereon, if any, to the date such Net Proceeds Offer is consummated of purchase (the “Offered Price”), and shall be payable in cash, and the offer or redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) pari passu indebtedness shall be as set forth in the related documentation governing such Indebtedness. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such Excess Proceeds may be used for any purpose not otherwise prohibited by this Indenture. If the aggregate Accreted Value of Notes and other pari passu indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) Upon the commencement of a Asset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at is registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section; (2) the Payment Amount, the Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is mailed (the “Asset Sale Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Asset Sale Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than two Business Days prior to the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount at maturity of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate Offered Price principal amount at maturity of Notes validly tendered and not withdrawn surrendered by Holders thereof exceeds the Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (f) On the Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration if the aggregate Notes tendered exceed the Payment Amount allocable to the Notes; (2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the Payment Amount allocable to the Notes and the amount sufficient to pay the Offered Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being repurchased by the Issuer. The Issuer shall inform the Holders of the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Payment Date. (g) The Paying Agent shall promptly mail to each Holder so tendered the Offered Price for such Notes, Notes and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be purchased transferred by book-entry) to each Holder a new Note equal in principal amount at maturity to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be selected in principal amount at maturity of $1,000 or an integral multiple thereof. However, if the Asset Sale Payment Date is on a pro rata basis; and (4) upon completion of such Net Proceeds Offer in accordance with or after an interest record date and on or before the foregoing provisionsrelated Interest Payment Date, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made any accrued and unpaid interest shall be deemed to be zero. To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders Person in whose name a Note is registered at the close of business on such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”)record date, the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject and no additional interest shall be payable to Holders who tender Notes pursuant to the provisions of this Indenture. Asset Sale Offer. (h) The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 14e1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase each repurchase of Notes pursuant to a Net Proceeds an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.094.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 4.13 by virtue of this such compliance.