Common use of Limitations on Asset Sales Clause in Contracts

Limitations on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Sale unless: (a) the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; (b) at least 75% of the value of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) the receipt of such non-cash consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing. Within 270 days after the receipt of any Net Cash Proceeds from an Asset Sale (other than a Sale and Leaseback Transaction), the Company or any Restricted Subsidiary shall, at its election, apply the Net Cash Proceeds of such Asset Sale to (i) purchase, prepay or redeem Indebtedness of the Company or any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to be used by the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excess, to the extent not otherwise applied as permitted in this paragraph within the following fiscal year for the purposes set forth in clauses (i) or (ii) above. The Company or any Restricted Subsidiary shall apply the Net Cash Proceeds of any Sale and Leaseback Transaction as set forth in clauses (i) or (ii)(B) in the immediately preceding paragraph.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any consummate an Asset Sale unless: (a) the Asset Sale is for fair market valueSale, as determined in good faith by the Board of Directors; (b) at least 75% of the value of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that unless (i) any non-cash the Company (or the Subsidiary, as the case may be) receives consideration received is for fair market value and (ii) at the receipt time of such non-cash consideration is otherwise permitted under this Indenture; and Asset Sale at least equal to the Fair Market Value (c) immediately before and immediately after giving effect measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets, property or Equity Interests issued or sold or otherwise disposed of; (ii) no Default or Event of Default shall have occurred and be continuing. Within 270 days after continuing at the receipt time of any Net Cash Proceeds the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from an such Asset Sale (other than a an Asset Sale consisting of the Specified Disposition (to which this clause (iii) shall not apply)) is, or will be when paid (in the case of milestones, royalties and Leaseback Transactionother deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Consideration received by the Company or any Restricted such Subsidiary shall, at its election, apply the Net Cash Proceeds 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 (iiii), not in excess of $250,000, 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 and (iv) purchase, prepay or redeem Indebtedness an amount equal to 100% of the Company or any Restricted Subsidiary or (ii) Net Available Cash from such Asset Sale is applied by purchasing (A) acquire Notes as provided under Section 2.10 through open market purchases (to the extent such purchases are at a purchase price at or commit to acquire all or substantially all above 100% of the assets Then Current Principal Amount thereof plus the Interest Make-Whole Payment (calculated as set forth in Section 4.11(b)) (it being understood and agreed that the Net Available Cash shall be reduced by the aggregate amount of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged funds so paid in a Permitted Business; connection with such open market purchases) or (B) acquire Notes tendered in an offer made by the Company (in accordance with the procedures set forth in this Section 4.11 for an Asset Sale Offer) to all Holders of the Notes to purchase the maximum Original Principal Amount of the Notes that may be purchased with such Net Available Cash at an offer price in an amount equal to 100% of the Then Current Principal Amount thereof plus the Interest Make-Whole Payment (calculated as set forth in Section 4.11(b)) plus the amount of accrued but unpaid interest, if any, thereon to, but excluding, the date of purchase; provided that, if the Issuer makes an offer to purchase the Notes pursuant to the foregoing proviso, the Issuer will be deemed to have satisfied its obligations under this clause (iv) and any amounts remaining after such offer to purchase will not be counted in the computation of Net Available Cash; provided further that, in connection with any purchase of Notes pursuant to this clause (iv), the Issuer will deliver, or commit cause to acquire assets be delivered, to the Trustee for cancellation the Notes so purchased. (b) On the 30th day after the amount of unapplied Net Available Cash exceeds $2,000,000, the Issuer will be required to make an offer (“Asset Sale Offer”) to all Holders of the Notes to purchase the maximum Original Principal Amount of the Notes that are may be purchased out of the Net Available Cash at an offer price in an amount equal to 100% of the Then Current Principal Amount of the Notes plus the Interest Make-Whole Payment (calculated as of the date of such purchase, determined by the Issuer as if such purchase were a conversion of the Notes under Section 14.02(i) on the date of such purchase) plus accrued and unpaid interest, if any, thereon to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture in minimum denominations of $1,000 Original Principal Amount and integral multiples of $1,000 in excess thereof. In connection with an Asset Sale Offer, the Issuer will deliver written notice of such Asset Sale Offer as required under Section 4.11(f). The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Sale by making an Asset Sale Offer with respect to all Net Available Cash prior to the expiration of the relevant 30 days (or such longer period provided above) or with respect to any unapplied Net Available Cash. (c) If the aggregate Then Current Principal Amount of the Notes surrendered in any Asset Sale Offer by Holders exceeds the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, the Net Available Cash shall be allocated among the Notes to be purchased on a pro rata basis on the basis of the aggregate Original Principal Amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Available Cash may be used by the Company Issuer for any purpose not prohibited by this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars. (e) For the purposes of Section 4.11(a)(iii), the following will be deemed to be cash with respect to any Asset Sale: (i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Issuer or a Guarantor) and the release of the Issuer or such Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale (to the extent the Issuer or such Subsidiary would have had continuing liability for such Indebtedness or other liability); (ii) securities, notes or other obligations received by the Issuer or any Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (iii) Indebtedness or other liabilities of any Subsidiary that is no longer a Permitted Business; provided that if the Company receives Net Cash Proceeds from Subsidiary as a result of such Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excessSale, to the extent not otherwise applied as permitted in this paragraph within that the following fiscal year Issuer and each other Subsidiary have no continuing liability for the purposes set forth payment of such Indebtedness or other liabilities in clauses connection with such Asset Sale; and (iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Subsidiary. (f) Upon the commencement of any Asset Sale Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to the Trustee, the Collateral Agent 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 such Asset Sale Offer. Such Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of such Asset Sale Offer, shall state: (i) or that such Asset Sale Offer is being made pursuant to this Section 4.11 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (unless prorated); (ii) above. The Company the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, the Asset Sale offer 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 “Asset Sale Payment Date”); (iii) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (iv) that, unless the Issuer defaults in making such payment, any Restricted Subsidiary Notes accepted for payment pursuant to the Asset Sale Offer shall apply cease to accrue interest on and after the Asset Sale Payment Date; (v) 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, to the Issuer, a Paying Agent or the Trustee at the address specified in the notice at least three Business Days before the Asset Sale Payment Date, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three (3) Business Days before the Asset Sale Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Issuer, a Paying Agent or the Trustee receives, not later than three Business Days prior to the Asset Sale Payment Date, a notice setting forth the name of the Holder, the Original Principal Amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased; (vii) that if the aggregate Then Current Principal Amount of Notes surrendered by Holders pursuant to any Asset Sale Offer exceeds the maximum amount of Net Available Cash Proceeds to be applied in such Asset Sale Offer, the Notes Registrar shall select the Notes to be purchased in the manner pro rata, by lot or by such other method as the Notes Registrar shall deem fair and appropriate); (viii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in Original Principal Amount to the unpurchased portion of the Original Principal Amount of the Notes surrendered (or transferred by book-entry); and (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to the Notes. (g) If the Asset Sale Payment Date related to any Asset Sale Offer is on or after an Interest Record Date and Leaseback Transaction as set forth on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in clauses whose name a Note is registered at the close of business on such Interest Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to such Asset Sale Offer. (h) On the Asset Sale Payment Date related to any Asset Sale Offer, the Issuer will, to the extent permitted by law, (i) accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof tendered pursuant to such Asset Sale Offer, and required to be purchased pursuant to this Section 4.11, or if the aggregate Then Current Principal Amount of Notes tendered by Holders pursuant to such Asset Sale Offer does not exceed the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11, (ii)(Bii) deposit with the Paying Agent an amount equal to the aggregate purchase price amount in respect of all Notes or portions thereof so tendered and accepted by the immediately preceding paragraphCompany for purchase and the Trustee will promptly (but in any case not later than five days after the Asset Sale Payment Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and (iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (i) If in any Asset Sale Offer the aggregate Then Current Principal Amount of Notes tendered by Holders pursuant to such Asset Sale Offer exceeds the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, the Company will promptly following the consummation of such Asset Sale Offer issue a new Note, and the Trustee, receipt of a Company Order, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in an Original Principal Amount equal to any unpurchased portion of the Original Principal Amount the Note surrendered. (j) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.11 by virtue of such compliance. (k) For the avoidance of doubt, the provisions of this Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make consummate any Asset Sale unless: : (ai) the Company or its Restricted Subsidiaries receive consideration at the time of such Asset Sale is for at least equal to the fair market value, as determined in good faith by the Board of Directors; (b) at least 75% value of the assets or Capital Stock included in such Asset Sale; (ii) the aggregate fair market value of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) the receipt of from such non-cash consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing. Within 270 days after the receipt of any Net Cash Proceeds from an Asset Sale (other than a consideration in the form of assumption of Indebtedness of the Company or one or more of its Restricted Subsidiaries from which the Company or such Restricted Subsidiaries, as the case may be, are released) that is not in the form of cash or Cash Equivalents shall not, when aggregated with the fair market value of all other non-cash or non-Cash Equivalent consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the date of this Indenture that have not yet been converted into cash or Cash Equivalents, exceed 5% of Consolidated Tangible Assets of the Company at the time of such Asset Sale; and (iii) if the aggregate fair market value of the assets or Capital Stock to be sold in such Asset Sale and Leaseback Transactionexceeds $3,000,000, such Asset Sale has been approved by the Company's Board of Directors. (b) Within six months after consummation of any such Asset Sale (the Business Day closest to the end of such six-month period is referred to as the "Asset Sale Offer Date"), the Company shall, or any shall cause the applicable Restricted Subsidiary shall, at its election, apply to: (i) reinvest the cash and Cash Equivalent portion of the Net Proceeds of such Asset Sale in a manner that would constitute a Related Business Investment; (ii) apply or cause to be applied the cash and Cash Equivalent portion of the Net Proceeds of such Asset Sale to (i) purchase, prepay or redeem repay outstanding Senior Indebtedness of the Company or any Restricted Subsidiary Subsidiary, provided, however, that any such repayment of Indebtedness under any revolving credit facility or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged similar agreement shall result in a Permitted Businesspermanent reduction in the lending commitment relating thereto in an amount equal to the principal amount so repaid; or (Biii) acquire apply or commit to acquire assets that are cause to be used applied the cash and Cash Equivalent portion of the Net Proceeds of such Asset Sale that is neither reinvested as provided in clause (i) nor applied to the repayment of Senior Indebtedness as provided in clause (ii), first to the purchase of Existing Notes tendered to the ----- Company at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase, pursuant to an offer to purchase made by the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excess, to the extent not otherwise applied as permitted in this paragraph within the following fiscal year for the purposes set forth in clauses (i) or (ii) above. The Company or any Restricted Subsidiary shall apply the Net Cash Proceeds of any Sale and Leaseback Transaction as set forth in clauses Article 3 and Section 5.09 of the Indenture for the Existing Notes and this Indenture (an "Asset Sale Offer") and second to the purchase of Notes tendered to the Company ------ at a purchase price equal to 100% of the principal thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase, pursuant to an Asset Sale Offer; provided, however, that the Company may defer the Asset Sale Offer until the amount subject thereto would be at least $5,000,000. (c) Notwithstanding the provisions of Sections 5.09(a) and 5.09(b): (i) to the extent that any or (ii)(B) all of the Net Proceeds of any Foreign Asset Sale are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied in the manner set forth in this Section 5.09 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary promptly to take all actions required by the applicable local law to permit such repatriation) and, once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be immediately preceding paragrapheffected and such repatriated Net Proceeds will be applied in the manner set forth in this Section 5.09; and (ii) to the extent that the Board of Directors has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Asset Sale would have a material adverse tax consequence, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary for so long as such material adverse tax consequence would continue.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any consummate an Asset Sale unless: Sale, unless (ai) the Company (or the Subsidiary, as the case may be) receives consideration at the time of the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; (b) at least 75% equal to the Fair Market Value (measured as of the value date of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) the receipt of such non-cash consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect definitive agreement with respect to such Asset Sale) of the assets, property or Capital Stock issued or sold or otherwise disposed of; (ii) no Default or Event of Default shall have occurred and be continuing. Within 270 days after continuing at the time of the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from such Asset Sale is, or will be when paid (in the case of milestones, royalties and other deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Consideration received by 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 25% of the consideration received from such Asset Sale at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash and (iv) an amount equal to 100% of the Net Available Cash from such Asset Sale is applied to prepay, repay, redeem or repurchase the Notes as provided under Section 2.13 through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus the Interest-Make-Whole Payment) or by making an offer (in accordance with the procedures set forth in this Section 4.11 for an Asset Sale Offer) to all Holders of the Notes to purchase their Notes at 100% of the principal amount thereof plus the Interest-Make-Whole Payment, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes that would otherwise be prepaid; provided that, if the Issuer makes an offer to purchase the Notes pursuant to the foregoing proviso, the Issuer will be deemed to have satisfied its obligations under this clause (iv) and any amounts remaining after such offer to purchase will not be counted in the computation of Net Available Cash; provided further that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this clause (iv), the Issuer or Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased. (b) On the 30th day after an Asset Sale or the receipt of such Net Available Cash, the Issuer will be required to make an offer (“Asset Sale Offer”) to all Holders of the Notes to purchase the maximum principal amount of the Notes that may be purchased out of the Net Available Cash at an offer price in an amount equal to 100% of the principal amount of the Notes plus the Interest Make-Whole Payment, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset Sale Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of the Notes at the address of such Holder appearing in the register or otherwise in accordance with the applicable procedures of the Depositary, describing the transaction or transactions that constitute the Asset Sale and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to all Net Available Cash prior to the expiration of the relevant 30 days (other than a or such longer period provided above) or with respect to any unapplied Net Available Cash. Notwithstanding the foregoing, in the case of any Asset Sale consisting of the Disposition of Designated U.S. Assets, any related Asset Sale Offer shall be at an offer price in an amount equal to 100% of the principal amount of the Notes, plus accrued and Leaseback Transaction)unpaid interest, if any, to, but not including, the Company or date of purchase (without any Restricted Subsidiary shallInterest Make-Whole Payment). (c) To the extent that the aggregate amount of the Notes validly tendered and not validly withdrawn pursuant to an Asset Sale Offer is less than the Net Available Cash, the Issuer may use any remaining Net Available Cash for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Sale Offer by Holders exceeds the amount of Net Available Cash, the Net Available Cash shall be allocated among the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Additionally, the Issuer may, at its electionoption, apply make an Asset Sale Offer using proceeds from any Asset Sale at any time after the Net Cash Proceeds consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale to (i) purchaseOffer, prepay or redeem Indebtedness of the Company or any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to remaining Net Available Cash may be used by the Company Issuer for any purpose not prohibited by this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually received by the Issuer upon converting such portion into Dollars. (i) For the purposes of Section 4.11(a)(iii), the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Issuer or a Guarantor) and the release of the Issuer or such Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale (to the extent the Issuer or such Subsidiary would have had continuing liability for such Indebtedness or other liability); (B) securities, notes or other obligations received by the Issuer or any Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (C) Indebtedness or other liabilities of any Subsidiary that is no longer a Permitted Business; provided that if the Company receives Net Cash Proceeds from Subsidiary as a result of such Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excessSale, to the extent not otherwise applied as permitted in this paragraph within that the following fiscal year Issuer and each other Subsidiary have no continuing liability for the purposes set forth payment of such Indebtedness or other liabilities in clauses connection with such Asset Sale; and (iD) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Subsidiary. (ii) aboveUpon the commencement of an Asset Sale Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to the Trustee, the Collateral 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: (A) that the Asset Sale Offer is being made pursuant to this Section 4.11 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (unless prorated); (B) the Asset Sale payment amount, the Asset Sale 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 “Asset Sale Payment Date”); (C) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (D) 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; (E) 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, to the Trustee at the address specified in the notice at least three Business Days before the Asset Sale Payment Date; (F) that Holders shall be entitled to withdraw their election if the Trustee receives, not later than three 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 its election to have such Note purchased; (G) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale payment amount, the Trustee shall select the Notes to be purchased in the manner described under Section 16.02(d) of this Indenture; and (H) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (iii) 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 paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (iv) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Sale Offer, (B) deposit with the Trustee an amount equal to the aggregate Asset Sale payment in respect of all Notes or portions thereof so tendered, and (C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (e) The Company or will comply with the requirements of Rule 14e-1 under the Exchange Act and any Restricted Subsidiary shall apply other securities laws and regulations thereunder to the Net Cash Proceeds extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 15.02 hereof or this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 15.02 hereof or this Section 4.11 by virtue of such compliance. (f) For the avoidance of doubt, the provisions of this Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale and Leaseback Transaction as set forth may be waived or modified with the written consent of the Holders of a majority in clauses (i) or (ii)(B) in aggregate principal amount of the immediately preceding paragraphthen outstanding Notes.

Limitations on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, make consummate any Asset Sale unless: Sale, unless (i) the consideration received by the Company is at least equal to the Fair Market Value of the assets sold or disposed of and (ii) at least 90% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Indebtedness of the Company (other than Indebtedness to any Subsidiary), provided that (a) the Asset Sale Person assuming such Indebtedness is for fair market valuea corporation, as determined in good faith by limited liability company, partnership or trust organized under the Board laws of Directors; the United States or any State or the District of Columbia and expressly assumes the Indebtedness obligations under this Agreement and the Notes, (b) at least 75% of the value of the consideration therefrom immediately after such transaction, such assuming Person is not in default in the form performance of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) covenants or conditions contained in the receipt of such non-cash consideration is otherwise permitted under Senior Indenture, this Indenture; and Agreement and/or Notes, (c) immediately before the Person assuming the Indebtedness must be rated at least investment grade by both Xxxxx’x (which as of the date of this Agreement is at least Baa3) and S&P (which as of the date of this Agreement is at least BBB-) and with a stable outlook with respect to each such rating prior to and immediately after giving effect such assumption of Indebtedness and the Company, prior to the consummation of any such Asset Saleassumption of Indebtedness, no Default shall deliver, or Event shall cause to be delivered, to each holder of Default Notes satisfactory evidence of such ratings and stable outlook, (d) such Person shall have occurred and caused to be continuing. Within 270 days after the receipt delivered to each holder of any Net Cash Proceeds from Notes an Asset Sale opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof and (other than a Sale and Leaseback Transaction), e) the Company or any Restricted Subsidiary shall, at its election, apply is irrevocably and unconditionally released from all liability under such Indebtedness. In the Net Cash Proceeds of such Asset Sale event and to (i) purchase, prepay or redeem Indebtedness of the Company or any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person extent that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to be used by the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from one or more Asset Sales in an aggregate amount in excess occurring on or after the date of U.S. $20 million in any fiscal yearthe Closing, the Company shall within six months after the receipt of such Net Cash Proceeds: (A) apply such excess, an amount equal to the extent not otherwise applied as permitted Pro Rata Portion of such Net Cash Proceeds to consummate an Offer to Purchase Notes owing to a Person (other than the Company, any of its Partners or any of their respective Affiliates) at a purchase price equal to 100% of the principal amount thereof plus accrued interest (if any) to the OTP Payment Date; or (B) invest an equal amount or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement, in this paragraph within Property (other than current assets) of a business or businesses meeting the following fiscal year for the purposes requirements set forth in clauses (i) or (ii) above. The Company or any Restricted Subsidiary shall apply the Net Cash Proceeds of any Sale and Leaseback Transaction as set forth in clauses (i) or (ii)(B) in the immediately preceding paragraphSection 10.8.

Limitations on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make 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, 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 twelve months of the date the relevant Asset Sale is consummated. Notwithstanding the foregoing provisions of this Section 4.11, neither the Company nor its Subsidiaries shall be required to apply the Net Proceeds from any Asset Sale unless: (ai) to the extent that the aggregate Net Proceeds from such Asset Sale, together with the Net Proceeds, if any, of any other Asset Sale is which have not been previously applied, are less than $25 million or (ii) to the extent that, and for fair market valueso long as, such Net Proceeds cannot be so applied as determined in good faith by the Board a result of Directors;an encumbrance or restriction permitted pursuant to Section 4.13 hereof. (b) at At least 75% 15 days prior to the Company's mailing of a notice of a Net Proceeds Offer, the Company shall notify the Trustee of the value 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 consideration therefrom 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 Net Proceeds Offer is being made pursuant to this Section 4.11 and that the Securities will be accepted for payment on a pro rata basis (rounded down to the nearest $1,000), if necessary; (2) the Purchase Price and the Net Proceeds Payment Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date; (5) that each Holder of a Security electing to have such Security purchased pursuant to a Net Proceeds Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Trustee at the address specified in the form notice prior to the close of Cash business on the Business Day prior to the Net Proceeds Payment 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 Cash Equivalents; provided a statement that (i) any non-cash consideration received such Holder is for fair market value and (ii) the receipt of withdrawing his election to have such non-cash consideration is otherwise permitted under this IndentureSecurities purchased; and (c7) immediately before and immediately after giving effect that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to such Asset Sale, no Default or Event the unpurchased portion of Default the Securities surrendered. The Trustee shall have occurred and be continuing. Within 270 days after the receipt of any Net Cash Proceeds from an Asset Sale (other than a Sale and Leaseback Transaction), notify the Company or any Restricted Subsidiary shall, at its election, apply the opening of business on the Net Cash Proceeds Payment Date as to the principal amount of such Asset Sale to (i) purchase, prepay or redeem Indebtedness each of the Company Securities or any Restricted Subsidiary or (ii) (A) acquire or commit portions thereof which have been surrendered to acquire all or substantially all of the assets of a Permitted Business or a majority of Trustee in connection with the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to be used by Net Proceeds Offer. On the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal yearPayment Date, the Company shall apply such excess, to the extent not otherwise applied as permitted in this paragraph within the following fiscal year for the purposes set forth in clauses (i) accept for payment on a pro rata basis (if necessary) Securities or portions thereof tendered pursuant to the Net Proceeds Offer, (ii) abovedeposit 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 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 unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed by the Trustee to the Holder thereof. The Company or any Restricted Subsidiary shall apply will publicly announce the results of the Net Cash Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of any Sale and Leaseback Transaction this Section 4.11, the Trustee shall act as set forth in clauses (i) or (ii)(B) in the immediately preceding paragraphPaying Agent.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any consummate an Asset Sale unless: Sale, unless (ai) the Company (or the Subsidiary, as the case may be) receives consideration at the time of the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; (b) at least 75% equal to the Fair Market Value (measured as of the value date of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) the receipt of such non-cash consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect definitive agreement with respect to such Asset Sale) of the assets, property or Capital Stock issued or sold or otherwise disposed of; (ii) no Default or Event of Default shall have occurred and be continuing. Within 270 days after continuing at the time of the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from such Asset Sale is, or will be when paid (in the case of milestones, royalties and other deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Consideration received by 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 25% of the consideration received from such Asset Sale at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash and (iv) an amount equal to 100% of the Net Available Cash from such Asset Sale is applied to prepay, repay, redeem or repurchase the Notes as provided under Section 2.10 through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus the Interest-Make-Whole Payment) or by making an offer (in accordance with the procedures set forth in this Section 4.11 for an Asset Sale Offer) to all Holders of the Notes to purchase their Notes at 100% of the principal amount thereof plus the Interest -Make-Whole Payment, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes that would otherwise be prepaid; provided that, if the Issuer makes an offer to purchase the Notes pursuant to the foregoing proviso, the Issuer will be deemed to have satisfied its obligations under this clause (iv) and any amounts remaining after such offer to purchase will not be counted in the computation of Net Available Cash; provided further that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this clause (iv), the Issuer or Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased. (b) On the 30th day after an Asset Sale or the receipt of such Net Available Cash, the Issuer will be required to make an offer (“Asset Sale Offer”) to all Holders of the Notes to purchase the maximum principal amount of the Notes that may be purchased out of the Net Available Cash at an offer price in an amount equal to 100% of the principal amount of the Notes plus the Interest Make-Whole Payment, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset Sale Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of the Notes at the address of such Holder appearing in the register or otherwise in accordance with the applicable procedures of the Depositary, describing the transaction or transactions that constitute the Asset Sale and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to all Net Available Cash prior to the expiration of the relevant 30 days (other than a or such longer period provided above) or with respect to any unapplied Net Available Cash. Notwithstanding the foregoing, in the case of any Asset Sale consisting of the Disposition of Designated U.S. Assets, any related Asset Sale Offer shall be at an offer price in an amount equal to 100% of the principal amount of the Notes, plus accrued and Leaseback Transaction)unpaid interest, if any, to, but not including, the Company or date of purchase (without any Restricted Subsidiary shallInterest Make-Whole Payment). (c) To the extent that the aggregate amount of the Notes validly tendered and not validly withdrawn pursuant to an Asset Sale Offer is less than the Net Available Cash, the Issuer may use any remaining Net Available Cash for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Sale Offer by Holders exceeds the amount of Net Available Cash, the Net Available Cash shall be allocated among the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Additionally, the Issuer may, at its electionoption, apply make an Asset Sale Offer using proceeds from any Asset Sale at any time after the Net Cash Proceeds consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale to (i) purchaseOffer, prepay or redeem Indebtedness of the Company or any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to remaining Net Available Cash may be used by the Company Issuer for any purpose not prohibited by this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually received by the Issuer upon converting such portion into Dollars. (i) For the purposes of Section 4.11(a)(iii), the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Issuer or a Guarantor) and the release of the Issuer or such Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale (to the extent the Issuer or such Subsidiary would have had continuing liability for such Indebtedness or other liability); (B) securities, notes or other obligations received by the Issuer or any Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (C) Indebtedness or other liabilities of any Subsidiary that is no longer a Permitted Business; provided that if the Company receives Net Cash Proceeds from Subsidiary as a result of such Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excessSale, to the extent not otherwise applied as permitted in this paragraph within that the following fiscal year Issuer and each other Subsidiary have no continuing liability for the purposes set forth payment of such Indebtedness or other liabilities in clauses connection with such Asset Sale; and (iD) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Subsidiary. (ii) aboveUpon the commencement of an Asset Sale Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to the Trustee, the Collateral Agent 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: (A) that the Asset Sale Offer is being made pursuant to this Section 4.11 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (unless prorated); (B) the Asset Sale payment amount, the Asset Sale 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 “Asset Sale Payment Date”); (C) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (D) 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; (E) 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, to the Trustee at the address specified in the notice at least three Business Days before the Asset Sale Payment Date; (F) that Holders shall be entitled to withdraw their election if the Trustee receives, not later than three 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 its election to have such Note purchased; (G) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale payment amount, the Trustee shall select the Notes to be purchased in the manner described under Section 12.04] of this Indenture); and (H) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (iii) 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 paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (iv) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Sale Offer, (B) deposit with the Trustee an amount equal to the aggregate Asset Sale payment in respect of all Notes or portions thereof so tendered, and (C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (e) The Company or will comply with the requirements of Rule 14e-1 under the Exchange Act and any Restricted Subsidiary shall apply other securities laws and regulations thereunder to the Net Cash Proceeds extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 15.02 hereof or this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 15.02 hereof or this Section 4.11 by virtue of such compliance. (f) For the avoidance of doubt, the provisions of this Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale and Leaseback Transaction as set forth may be waived or modified with the written consent of the Holders of a majority in clauses (i) or (ii)(B) in aggregate principal amount of the immediately preceding paragraphthen outstanding Notes.

Limitations on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, make any consummate an Asset Sale unless: (a) the Asset Sale is for fair market valueSale, as determined in good faith by the Board of Directors; (b) at least 75% of the value of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that unless (i) any non-cash the Company (or the Subsidiary, as the case may be) receives consideration received is for fair market value and (ii) at the receipt time of such non-cash consideration is otherwise permitted under this Indenture; and Asset Sale at least equal to the Fair Market Value (c) immediately before and immediately after giving effect measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets, property or Equity Interests issued or sold or otherwise disposed of; (ii) no Default or Event of Default shall have occurred and be continuing. Within 270 days after continuing at the receipt time of any Net Cash Proceeds the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from an such Asset Sale (other than a an Asset Sale consisting of the Specified Disposition (to which this clause (iii) shall not apply)) is, or will be when paid (in the case of milestones, royalties and Leaseback Transactionother deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Consideration received by the Company or any Restricted such Subsidiary shall, at its election, apply the Net Cash Proceeds 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 (iiii), not in excess of $250,000, 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 and (iv) purchase, prepay or redeem Indebtedness an amount equal to 100% of the Company or any Restricted Subsidiary or (ii) Net Available Cash from such Asset Sale is applied by purchasing (A) acquire Notes as provided under Section 2.10 through open market purchases (to the extent such purchases are at a purchase price at or commit to acquire all or substantially all above 100% of the assets Then Current Principal Amount thereof plus the Interest Make-Whole Payment (calculated as set forth in Section 4.11(b)) (it being understood and agreed that the Net Available Cash shall be reduced by the aggregate amount of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged funds so paid in a Permitted Business; connection with such open market purchases) or (B) acquire or commit to acquire assets that are to be used Notes tendered in an offer made by the Company or a Restricted Subsidiary (in a Permitted Business; provided that if accordance with the Company receives Net Cash Proceeds from Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excess, to the extent not otherwise applied as permitted in this paragraph within the following fiscal year for the purposes procedures set forth in clauses this Section 4.11 for an Asset Sale Offer) to all Holders of the Notes to purchase the maximum Original Principal Amount of the Notes that may be purchased with such Net Available Cash at an offer price in an amount equal to 100% of the Then Current Principal Amount thereof plus the Interest Make-Whole Payment (i) or (ii) above. The Company or any Restricted Subsidiary shall apply the Net Cash Proceeds of any Sale and Leaseback Transaction calculated as set forth in clauses Section 4.11(b)) plus the amount of accrued but unpaid interest, if any, thereon to, but excluding, the date of purchase; provided that, if the Issuer makes an offer to purchase the Notes pursuant to the foregoing proviso, the Issuer will be deemed to have satisfied its obligations under this clause (iiv) or (ii)(B) and any amounts remaining after such offer to purchase will not be counted in the immediately preceding paragraphcomputation of Net Available Cash; provided further that, in connection with any purchase of Notes pursuant to this clause (iv), the Issuer will deliver, or cause to be delivered, to the Trustee for cancellation the Notes so purchased.

Limitations on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make 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, 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 twelve months of the date the relevant Asset Sale is consummated. Notwithstanding the foregoing provisions of this Section 4.11, neither the Company nor its Subsidiaries shall be required to apply the Net Proceeds from any Asset Sale unless: (ai) to the extent that the aggregate Net Proceeds from such Asset Sale, together with the Net Proceeds, if any, of any other Asset Sale is which have not been previously applied, are less than $25 million or (ii) to the extent that, and for fair market valueso long as, such Net Proceeds cannot be so applied as determined in good faith by the Board a result of Directors;an encumbrance or restriction permitted pursuant to Section 4.13 hereof. (b) at At least 75% 15 days prior to the Company's mailing of a notice of a Net Proceeds Offer, the Company shall notify the Trustee of the value 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 consideration therefrom 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 Net Proceeds Offer is being made pursuant to this Section 4.11 and that the Securities will be accepted for payment on a PRO RATA basis (rounded down to the nearest $1,000), if necessary; (2) the Purchase Price and the Net Proceeds Payment Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date; (5) that each Holder of a Security electing to have such Security purchased pursuant to a Net Proceeds Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Trustee at the address specified in the form notice prior to the close of Cash business on the Business Day prior to the Net Proceeds Payment 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 Cash Equivalents; provided a statement that (i) any non-cash consideration received such Holder is for fair market value and (ii) the receipt of withdrawing his election to have such non-cash consideration is otherwise permitted under this IndentureSecurities purchased; and (c7) immediately before and immediately after giving effect that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to such Asset Sale, no Default or Event the unpurchased portion of Default the Securities surrendered. The Trustee shall have occurred and be continuing. Within 270 days after the receipt of any Net Cash Proceeds from an Asset Sale (other than a Sale and Leaseback Transaction), notify the Company or any Restricted Subsidiary shall, at its election, apply the opening of business on the Net Cash Proceeds Payment Date as to the principal amount of such Asset Sale to (i) purchase, prepay or redeem Indebtedness each of the Company Securities or any Restricted Subsidiary or (ii) (A) acquire or commit portions thereof which have been surrendered to acquire all or substantially all of the assets of a Permitted Business or a majority of Trustee in connection with the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to be used by Net Proceeds Offer. On the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal yearPayment Date, the Company shall apply such excess, to the extent not otherwise applied as permitted in this paragraph within the following fiscal year for the purposes set forth in clauses (i) accept for payment on a PRO RATA basis (if necessary) Securities or portions thereof tendered pursuant to the Net Proceeds Offer, (ii) abovedeposit 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 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 unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed by the Trustee to the Holder thereof. The Company or any Restricted Subsidiary shall apply will publicly announce the results of the Net Cash Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of any Sale and Leaseback Transaction this Section 4.11, the Trustee shall act as set forth in clauses (i) or (ii)(B) in the immediately preceding paragraphPaying Agent.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make consummate any Asset Sale unless: (a) the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; (b) at least 75% of the value of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that unless (i) any non-cash the Company or such Restricted Subsidiary receives consideration received is for fair market value and 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) the receipt of such non-cash consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (iii) at least 75% of the consideration received by the Company or such Restricted Subsidiary therefor is in the form of cash paid at the closing thereof. Within 270 days after the receipt The amount (without duplication) of any Net (x) Indebtedness (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, and (y) any Cash Proceeds Equivalents, or other notes, securities or items of property received from such transferee that are promptly (but in any event within 30 days) converted by the 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 (x) above, shall also be deemed to constitute a repayment of, and a permanent reduction in, the amount of such Indebtedness for purposes of the following paragraph (b). If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale (other than hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.16. 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 Leaseback Transaction)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. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company or any Restricted Subsidiary shall, at its election, apply the Net Cash Proceeds of no later than 270 days after such Asset Sale to Sale, either (i) apply all or any of the Net Available Proceeds therefrom to repay amounts outstanding under the Credit Agreement or any other Senior Indebtedness; provided, in each case, that the related loan commitment (if any) is thereby permanently reduced by the amount of such Indebtedness so repaid and/or (ii) invest all or any part of the Net Available Proceeds thereof in the purchase of fixed assets (c) When the aggregate amount of Excess Proceeds equals or exceed $10.0 million (such date, the "ASSET SALE TRIGGER DATE"), the Company will be required to make an offer to purchase, prepay from all Holders of the Notes, an aggregate principal amount of Notes equal to the amount of such Excess Proceeds as follows: (i) The Company will make an offer to purchase (a "NET PROCEEDS OFFER") from all Holders of the Notes, in accordance with the procedures set forth in Section 3.08, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of the amount (the "PAYMENT AMOUNT") of such Excess Proceeds. (ii) The offer price for the Notes 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 and Special Interest, if any, to the date such Net Proceeds Offer is consummated (the "OFFERED PRICE"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto (such shortfall constituting a "NET PROCEEDS DEFICIENCY"), the Company may use such Net Proceeds Deficiency, or redeem Indebtedness a portion thereof, for general corporate purposes, subject to the limitations in Section 4.05. (iii) 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 (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. (iv) 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 Company will not permit any 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 ability of the Company or to make a Net Proceeds Offer following any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to be used by the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excess, to the extent not otherwise applied as permitted in this paragraph within the following fiscal year for the purposes set forth in clauses (i) or (ii) aboveSale. The Company or will comply with Rule 14e-1 under the Exchange Act and any Restricted Subsidiary shall apply the Net Cash Proceeds of any Sale other securities laws and Leaseback Transaction as set forth in clauses (i) or (ii)(B) in the immediately preceding paragraph.regulations thereunder,

Limitations on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, make consummate any Asset Sale unless: Sale, unless (i) the consideration received by the Company is at least equal to the Fair Market Value of the assets sold or disposed of and (ii) at least 90% of the consideration received consists of cash or Temporary Cash Investments or the assumption of indebtedness of the Company (other than Indebtedness to any Subsidiary), provided that (a) the Asset Sale Person assuming such Indebtedness is for fair market valuea corporation, as determined in good faith by limited liability company, partnership or trust organized under the Board laws of Directors; the United States or any State or the District of Columbia and expressly assumes the Indebtedness obligations under this Agreement and the Notes, (b) at least 75% of the value of the consideration therefrom immediately after such transaction, such assuming Person is not in default in the form performance of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) covenants or conditions contained in the receipt of such non-cash consideration is otherwise permitted under Senior Indenture, the Senior Loan Agreement, the Senior 2009 Notes Agreement, this Indenture; and Agreement and/or Notes, (c) immediately before the Person assuming the Indebtedness must be rated at least investment grade by both Xxxxx’x (which as of the date of this Agreement is at least Baa3) and S&P (which as of the date of this Agreement is at least BBB-) and with a stable outlook with respect to each such rating prior to and immediately after giving effect such assumption of Indebtedness and the Company, prior to the consummation of any such Asset Saleassumption of Indebtedness, no Default shall deliver, or Event shall cause to be delivered, to each holder of Default Notes satisfactory evidence of such ratings and stable outlook, (d) such Person shall have occurred and caused to be continuing. Within 270 days after the receipt delivered to each holder of any Net Cash Proceeds from Notes an Asset Sale opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof and (other than a Sale and Leaseback Transaction), e) the Company or any Restricted Subsidiary shall, at its election, apply is irrevocably and unconditionally released from all liability under such Indebtedness. In the Net Cash Proceeds of such Asset Sale event and to (i) purchase, prepay or redeem Indebtedness of the Company or any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person extent that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to be used by the Company or a Restricted Subsidiary in a Permitted Business; provided that if the Company receives Net Cash Proceeds from one or more Asset Sales in an aggregate amount in excess occurring on or after the date of U.S. $20 million in any fiscal yearthe Closing, the Company shall within six months after the receipt of such Net Cash Proceeds: (A) apply such excess, an amount equal to the extent not otherwise applied as permitted Pro Rata Portion of such Net Cash Proceeds to consummate an Offer to Purchase Notes owing to a Person (other than the Company, any of its Partners or any of their respective Affiliates) at a purchase price equal to 100% of the principal amount thereof plus accrued interest (if any) to the OTP Payment Date; or (B) invest an equal amount or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement, in this paragraph within Property (other than current assets) of a business or businesses meeting the following fiscal year for the purposes requirements set forth in clauses (i) or (ii) above. The Company or any Restricted Subsidiary shall apply the Net Cash Proceeds of any Sale and Leaseback Transaction as set forth in clauses (i) or (ii)(B) in the immediately preceding paragraphSection 10.8.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any consummate an Asset Sale unless: Sale, unless (ai) the Company (or the Subsidiary, as the case may be) receives consideration at the time of the Asset Sale is for fair market value, as determined in good faith by the Board of Directors; (b) at least 75% equal to the Fair Market Value (measured as of the value date of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that (i) any non-cash consideration received is for fair market value and (ii) the receipt of such non-cash consideration is otherwise permitted under this Indenture; and (c) immediately before and immediately after giving effect definitive agreement with respect to such Asset Sale) of the assets, property or Capital Stock issued or sold or otherwise disposed of; (ii) no Default or Event of Default shall have occurred and be continuing. Within 270 days after continuing at the time of the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from such Asset Sale is, or will be when paid (in the case of milestones, royalties and other deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Consideration received by 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 25% of the consideration received from such Asset Sale at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash and (iv) an amount equal to 100% of the Net Available Cash from such Asset Sale is applied to prepay, repay, redeem or repurchase the Notes as provided under Section 2.13 through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus the Interest-Make-Whole Payment) or by making an offer (in accordance with the procedures set forth in this Section 4.11 for an Asset Sale Offer) to all Holders of the Notes to purchase their Notes at 100% of the principal amount thereof plus the Interest-Make-Whole Payment, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Notes that would otherwise be prepaid; provided that, if the Issuer makes an offer to purchase the Notes pursuant to the foregoing proviso, the Issuer will be deemed to have satisfied its obligations under this clause (iv) and any amounts remaining after such offer to purchase will not be counted in the computation of Net Available Cash; provided further that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this clause (iv), the Issuer or Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased. (b) On the 30th day after an Asset Sale or the receipt of such Net Available Cash, the Issuer will be required to make an offer (“Asset Sale Offer”) to all Holders of the Notes to purchase the maximum principal amount of the Notes that may be purchased out of the Net Available Cash at an offer price in an amount equal to 100% of the principal amount of the Notes plus the Interest Make-Whole Payment, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset Sale Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of the Notes at the address of such Holder appearing in the register or otherwise in accordance with the applicable procedures of the Depositary, describing the transaction or transactions that constitute the Asset Sale and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to all Net Available Cash prior to the expiration of the relevant 30 days (other than a or such longer period provided above) or with respect to any unapplied Net Available Cash. Notwithstanding the foregoing, in the case of any Asset Sale consisting of the Disposition of Designated U.S. Assets, any related Asset Sale Offer shall be at an offer price in an amount equal to 100% of the principal amount of the Notes, plus accrued and Leaseback Transaction)unpaid interest, if any, to, but not including, the Company or date of purchase (without any Restricted Subsidiary shallInterest Make-Whole Payment). (c) To the extent that the aggregate amount of the Notes validly tendered and not validly withdrawn pursuant to an Asset Sale Offer is less than the Net Available Cash, the Issuer may use any remaining Net Available Cash for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Sale Offer by Holders exceeds the amount of Net Available Cash, the Net Available Cash shall be allocated among the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Additionally, the Issuer may, at its electionoption, apply make an Asset Sale Offer using proceeds from any Asset Sale at any time after the Net Cash Proceeds consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale to (i) purchaseOffer, prepay or redeem Indebtedness of the Company or any Restricted Subsidiary or (ii) (A) acquire or commit to acquire all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; or (B) acquire or commit to acquire assets that are to remaining Net Available Cash may be used by the Company Issuer for any purpose not prohibited by this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually received by the Issuer upon converting such portion into Dollars. (i) For the purposes of Section 4.11(a)(iii), the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Issuer or a Guarantor) and the release of the Issuer or such Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale (to the extent the Issuer or such Subsidiary would have had continuing liability for such Indebtedness or other liability); (B) securities, notes or other obligations received by the Issuer or any Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (C) Indebtedness or other liabilities of any Subsidiary that is no longer a Permitted Business; provided that if the Company receives Net Cash Proceeds from Subsidiary as a result of such Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excessSale, to the extent not otherwise applied as permitted in this paragraph within that the following fiscal year Issuer and each other Subsidiary have no continuing liability for the purposes set forth payment of such Indebtedness or other liabilities in clauses connection with such Asset Sale; and (iD) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Subsidiary. (ii) aboveUpon the commencement of an Asset Sale Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to the Trustee, the Collateral 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: (A) that the Asset Sale Offer is being made pursuant to this Section 4.11 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (unless prorated); (B) the Asset Sale payment amount, the Asset Sale 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 “Asset Sale Payment Date”); (C) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (D) 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; (E) 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, to the Trustee at the address specified in the notice at least three Business Days before the Asset Sale Payment Date; (F) that Holders shall be entitled to withdraw their election if the Trustee receives, not later than three 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 Xxxxxx is withdrawing its election to have such Note purchased; (G) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale payment amount, the Trustee shall select the Notes to be purchased in the manner described under Section 16.02(d) of this Indenture; and (H) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). (iii) 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 paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (iv) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (A) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Sale Offer, (B) deposit with the Trustee an amount equal to the aggregate Asset Sale payment in respect of all Notes or portions thereof so tendered, and (C) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (e) The Company or will comply with the requirements of Rule 14e-1 under the Exchange Act and any Restricted Subsidiary shall apply other securities laws and regulations thereunder to the Net Cash Proceeds extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 15.02 hereof or this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 15.02 hereof or this Section 4.11 by virtue of such compliance. (f) For the avoidance of doubt, the provisions of this Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale and Leaseback Transaction as set forth may be waived or modified with the written consent of the Holders of a majority in clauses (i) or (ii)(B) in aggregate principal amount of the immediately preceding paragraphthen outstanding Notes.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any consummate an Asset Sale unless: (a) the Asset Sale is for fair market valueSale, as determined in good faith by the Board of Directors; (b) at least 75% of the value of the consideration therefrom is in the form of Cash and Cash Equivalents; provided that unless (i) any non-cash the Company (or the Subsidiary, as the case may be) receives consideration received is for fair market value and (ii) at the receipt time of such non-cash consideration is otherwise permitted under this Indenture; and Asset Sale at least equal to the Fair Market Value (c) immediately before and immediately after giving effect measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets, property or Equity Interests issued or sold or otherwise disposed of; (ii) no Default or Event of Default shall have occurred and be continuing. Within 270 days after continuing at the receipt time of any Net Cash Proceeds the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from an such Asset Sale (other than a an Asset Sale consisting of the Specified Disposition (to which this clause (iii) shall not apply)) is, or will be when paid (in the case of milestones, royalties and Leaseback Transactionother deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Consideration received by the Company or any Restricted such Subsidiary shall, at its election, apply the Net Cash Proceeds 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 (iiii), not in excess of $250,000, 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 and (iv) purchase, prepay or redeem Indebtedness an amount equal to 100% of the Company or any Restricted Subsidiary or (ii) Net Available Cash from such Asset Sale is applied by purchasing (A) acquire Notes as provided under Section 2.10 through open market purchases (to the extent such purchases are at a purchase price at or commit to acquire all or substantially all above 100% of the assets Then Current Principal Amount thereof plus the Interest Make-Whole Payment (calculated as set forth in Section 4.11(b)) (it being understood and agreed that the Net Available Cash shall be reduced by the aggregate amount of a Permitted Business or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged funds so paid in a Permitted Business; connection with such open market purchases) or (B) acquire Notes tendered in an offer made by the Company (in accordance with the procedures set forth in this Section 4.11 for an Asset Sale Offer) to all Holders of the Notes to purchase the maximum Original Principal Amount of the Notes that may be purchased with such Net Available Cash at an offer price in an amount equal to 100% of the Then Current Principal Amount thereof plus the Interest Make-Whole Payment (calculated as set forth in Section 4.11(b)) plus the amount of accrued but unpaid interest, if any, thereon to, but excluding, the date of purchase; provided that, if the Issuer makes an offer to purchase the Notes pursuant to the foregoing proviso, the Issuer will be deemed to have satisfied its obligations under this clause (iv) and any amounts remaining after such offer to purchase will not be counted in the computation of Net Available Cash; provided further that, in connection with any purchase of Notes pursuant to this clause (iv), the Issuer will deliver, or commit cause to acquire assets be delivered, to the Trustee for cancellation the Notes so purchased. (b) On the 30th day after the amount of unapplied Net Available Cash exceeds $2,000,000, the Issuer will be required to make an offer (“Asset Sale Offer”) to all Holders of the Notes to purchase the maximum Original Principal Amount of the Notes that are may be purchased out of the Net Available Cash at an offer price in an amount equal to 100% of the Then Current Principal Amount of the Notes plus the Interest Make-Whole Payment (calculated as of the date of such purchase, determined by the Issuer as if such purchase were a conversion of the Notes under Section 14.02(i) on the date of such purchase) plus accrued and unpaid interest, if any, thereon to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture. In connection with an Asset Sale Offer, the Issuer will deliver written notice of such Asset Sale Offer as required under Section 4.11(f). The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Sale by making an Asset Sale Offer with respect to all Net Available Cash prior to the expiration of the relevant 30 days (or such longer period provided above) or with respect to any unapplied Net Available Cash. (c) If the aggregate Then Current Principal Amount of the Notes surrendered in any Asset Sale Offer by Holders exceeds the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, the Net Available Cash shall be allocated among the Notes to be purchased on a pro rata basis on the basis of the aggregate Original Principal Amount of tendered Notes. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Available Cash may be used by the Company Issuer for any purpose not prohibited by this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars. (e) For the purposes of Section 4.11(a)(iii), the following will be deemed to be cash with respect to any Asset Sale: (i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Issuer or a Guarantor) and the release of the Issuer or such Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale (to the extent the Issuer or such Subsidiary would have had continuing liability for such Indebtedness or other liability); (ii) securities, notes or other obligations received by the Issuer or any Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (iii) Indebtedness or other liabilities of any Subsidiary that is no longer a Permitted Business; provided that if the Company receives Net Cash Proceeds from Subsidiary as a result of such Asset Sales in an aggregate amount in excess of U.S. $20 million in any fiscal year, the Company shall apply such excessSale, to the extent not otherwise applied as permitted in this paragraph within that the following fiscal year Issuer and each other Subsidiary have no continuing liability for the purposes set forth payment of such Indebtedness or other liabilities in clauses connection with such Asset Sale; and (iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Subsidiary. (f) Upon the commencement of any Asset Sale Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to the Trustee, the Collateral Agent 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 such Asset Sale Offer. Such Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of such Asset Sale Offer, shall state: (i) or that such Asset Sale Offer is being made pursuant to this Section 4.11 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (unless prorated); (ii) above. The Company the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, the Asset Sale offer 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 “Asset Sale Payment Date”); (iii) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (iv) that, unless the Issuer defaults in making such payment, any Restricted Subsidiary Notes accepted for payment pursuant to the Asset Sale Offer shall apply cease to accrue interest on and after the Asset Sale Payment Date; (v) that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Notes, with the Form of Option of Holder to Elect Purchase completed, to the Issuer, a Paying Agent or the Trustee at the address specified in the notice at least three Business Days before the Asset Sale Payment Date, or a Paying Agent at the address specified in the notice at least three (3) Business Days before the Asset Sale Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Issuer, a Paying Agent or the Trustee receives, not later than three Business Days prior to the Asset Sale Payment Date, a notice setting forth the name of the Holder, the Original Principal Amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing its election to have such Note purchased; (vii) that if the aggregate Then Current Principal Amount of Notes surrendered by Holders pursuant to any Asset Sale Offer exceeds the maximum amount of Net Available Cash Proceeds to be applied in such Asset Sale Offer, the Notes Registrar shall select the Notes to be purchased in the manner pro rata, by lot or by such other method as the Notes Registrar shall deem fair and appropriate); and (viii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in Original Principal Amount to the unpurchased portion of the Original Principal Amount of the Notes surrendered. (g) If the Asset Sale Payment Date related to any Asset Sale Offer is on or after an Interest Record Date and Leaseback Transaction as set forth on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in clauses whose name a Note is registered at the close of business on such Interest Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to such Asset Sale Offer. (h) On the Asset Sale Payment Date related to any Asset Sale Offer, the Issuer will, to the extent permitted by law, (i) accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof tendered pursuant to such Asset Sale Offer, and required to be purchased pursuant to this Section 4.11, or if the aggregate Then Current Principal Amount of Notes tendered by Holders pursuant to such Asset Sale Offer does not exceed the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11, (ii)(Bii) deposit with the Paying Agent an amount equal to the aggregate purchase price amount in respect of all Notes or portions thereof so tendered and accepted by the immediately preceding paragraphCompany for purchase and the Trustee will promptly (but in any case not later than five days after the Asset Sale Payment Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and (iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (i) If in any Asset Sale Offer the aggregate Then Current Principal Amount of Notes tendered by Holders pursuant to such Asset Sale Offer exceeds the maximum amount of Net Available Cash to be applied in such Asset Sale Offer, the Company will promptly following the consummation of such Asset Sale Offer issue a new Note, and the Trustee, receipt of a Company Order, will authenticate and mail or deliver such new Note to such Holder, in an Original Principal Amount equal to any unpurchased portion of the Original Principal Amount the Note surrendered. (j) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.11 by virtue of such compliance. (k) For the avoidance of doubt, the provisions of this Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Requisite Holders.