Common use of Limitations on Asset Sales Clause in Contracts

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless: unless (1i) the Parent Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (measured as of the assets included in date of the definitive agreement with respect to such Asset Sale and (2Sale) at least 70% of the total consideration received in 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 at the time of the consummation of such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to would be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); caused thereby and (iii) at least 75% of the consideration received from such Asset Sale (other than 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 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 $250,000, with the Fair Market Value of any assets 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 (other than securities, unless iv) an amount equal to 100% of the Net Available Cash from such securities represent Equity Interests Asset Sale is applied by purchasing (A) Notes as provided under Section 2.10 through open market purchases (to the extent such purchases are at a purchase price at or above 100% of the 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 funds so paid in connection with such open market purchases) or (B) Notes tendered in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received offer made by the Parent or 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 Restricted Subsidiary amounts remaining after such offer to purchase will not be used by it counted in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may becomputation of Net Available Cash; provided further that, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed purchase of for cash Notes pursuant to this clause (other than interest received with respect to any such non-cash considerationiv), then the date of such repaymentIssuer will deliver, conversion or disposition shall cause to be deemed delivered, to constitute the date of an Asset Sale hereunder and Trustee for cancellation the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Notes so purchased.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives its Subsidiaries receive consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets or Capital Stock included in such Asset Sale (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution) and (2ii) at least 70not less than 50% of such consideration is in the total consideration received in such Asset Sale or series of related Asset Sales consists form of cash or Cash EquivalentsEquivalents (provided, however, that this clause (ii) shall not be applicable to a transaction involving assets acquired and designated as held for sale, which assets represent in aggregate since the date of the Indenture 5% or less of the net tangible assets previously acquired by the Company or a Subsidiary pursuant to acquisitions since the date of the Indenture and which assets are disposed of no later than one year following their initial acquisition). For The Net Proceeds of Asset Sales shall, within 360 days of receipt thereof, (a) be reinvested in the purposes lines of business of the Company or any of its Subsidiaries immediately prior to such investment; (b) be applied to the payment of the principal of, and interest on, Senior Indebtedness; (c) be utilized to make any Investment in any other Person permitted under this Indenture; or (d) be applied to an offer (an "Asset Sale Offer") to purchase outstanding Securities. In any such Asset Sale Offer, the Company shall offer to purchase Securities on a pro rata basis (unless such method is otherwise prohibited, in which case the Securities to be purchased shall be selected by lot, with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased, or in such other manner as the Trustee shall deem fair and equitable), at a purchase price equal to 100% of the aggregate principal amount of the Securities, plus accrued and unpaid interest to the date of purchase, in the manner set forth in this Indenture. Any Asset Sale Offer will be conducted in compliance with applicable tender offer rules, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder. Any Net Proceeds remaining immediately after the completion of any Asset Sale Offer may be used by the Company or its Subsidiaries for any purpose not inconsistent with the other provisions of this Section 4.06(aIndenture. Notwithstanding the provisions of the immediately preceding paragraph, the Company and its Subsidiaries may, in the ordinary course of business (or, if otherwise than in the ordinary course of business, upon receipt of a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view to the Company or such Subsidiary of the proposed transaction), the following exchange all or a portion of its property, businesses or assets for property, businesses or assets that, or Capital Stock of a Person all or substantially all of whose assets, are deemed to be cash: of a type used in a healthcare related business, or a combination of any such property, businesses or assets, or Capital Stock of such a Person and cash or Cash Equivalents; provided that (i) the amount there shall not exist immediately prior or subsequent thereto a Default or an Event of Default, (without duplicationii) of any Indebtedness (other than Subordinated Indebtedness) a majority of the Parent disinterested members of the Board of Directors of the Company shall have approved a resolution of the Board of Directors that such exchange is fair to the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent cash or a Restricted Subsidiary acquires voting and management control of such entity) Cash Equivalents received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect pursuant to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof exchange shall be applied in accordance the manner applicable to Net Proceeds of Asset Sales as set forth pursuant to the provisions of the immediately preceding paragraph; and provided, further, that any Capital Stock of a Person received in such an exchange pursuant to this paragraph shall be owned directly by the Company or a Subsidiary of the Company and, when combined with this Section 4.06the Capital Stock of such person already owned by the Company and its Subsidiaries, shall result in such Person becoming a Wholly Owned Subsidiary of the Company.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale (including the sale of any of the stock of any Subsidiary) unless at least 100% of the Net Proceeds from such Asset Sale (or, in the case of a Partially Owned Restricted Subsidiary, the Company's Pro Rata Portion thereof, after repayment by such Partially Owned Restricted Subsidiary of its Indebtedness) are applied first to repay Obligations or reduce commitments under the Credit Facilities in accordance with the terms thereof, second to offer to redeem at par the Outstanding Notes and third to offer to redeem at par the Securities. The foregoing application of Net Proceeds from Asset Sales is not required in the case of (i) sales or dispositions generating cash proceeds of less than, with respect to the Company, 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: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) to the amount (without duplication) extent that the aggregate Net Proceeds from such Asset Sale, together with the Net Proceeds, if any, of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent have not been previously applied, are less than $25 million or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually that, and for so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businesslong as, such entity becomes Net Proceeds cannot be so applied as a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date result of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this encumbrance or restriction permitted pursuant to Section 4.064.13 hereof.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately before and immediately giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7080% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); , shall be deemed to be cash for purposes of clause (ii) and, in the case of clause (x) above, shall also be deemed to constitute a repayment of, and (iii) a permanent reduction in, the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.16. 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, a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale and a transfer of accounts receivable or other property of the Company or a Restricted Subsidiary to a special purpose Affiliate or an Unrestricted Subsidiary or other third party in an asset securitization will not be deemed to be an Asset Sale.

Limitations on Asset Sales. (a) The Parent Subject to Article VI hereof and until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall notbe binding on the Company, and shall not permit neither the Company nor any Restricted Subsidiary tomay, directly or indirectly, consummate any an Asset Sale unless: Sale, unless the Company (1) the Parent or such Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (reasonably evidenced by a good faith resolution of the Board of Directors or the board of directors or comparable governing body of such Restricted Subsidiary, whose resolution shall be conclusive) of the assets included in such sold or otherwise disposed of, provided that the aggregate fair market value of the consideration received from any Asset Sale and (2) at least 70% of that is not in the total consideration received in such Asset Sale or series of related Asset Sales consists form of cash or Cash Equivalents shall not, when aggregated with the fair market value of all other noncash consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date that has not been converted into cash or Cash Equivalents. For , exceed 10% of the purposes Consolidated Net Assets of this Section 4.06(a)the Company at the time of the Asset Sale under consideration; and, the following are deemed to be cash: (i) provided, further, however, that the amount of (without duplicationx) any liabilities of the Company or any Indebtedness Restricted Subsidiary (other than Subordinated Indebtednessliabilities that are Incurred in connection with or in contemplation of such Asset Sale) of the Parent or such Restricted Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale assets and with respect to which (y) any notes or other obligations received by the Parent Company or any such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received Subsidiary from such transferee that are within 90 days promptly converted by the Parent Company or such Restricted Subsidiary into cash, shall be deemed to be cash (to the extent of the cash actually so received); and (iii) for purposes of this provision. Within 180 days after the Fair Market Value receipt of any Net Cash Proceeds from an Asset Sale, the Company may apply such Net Cash Proceeds in its sole discretion (a) to permanently repay Indebtedness under the Bank Credit Facility (and to permanently reduce the commitment thereunder for purposes of clause (a)(vi) of Section 5.02 hereof) or (b) to acquire all or substantially all of the assets of, or Capital Stock representing a majority of the voting power in the election of directors or other governing body of, another Permitted Business, (c) to make a capital expenditure or (d) to acquire other than securities, unless such securities represent Equity Interests in an entity engaged solely assets not classified as current under GAAP that are used or useful in a Permitted Business. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such entity becomes a Restricted Subsidiary and the Parent Net Cash Proceeds in any manner that is not prohibited by this First Supplemental Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it invested as provided in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed first sentence of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition this paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this First Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price for the Notes in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this First Supplemental Indenture and such other pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale hereunder Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this First Supplemental Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the Net Available amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase (and without regard to whether all Excess Proceeds thereof are used therefor), the amount of Excess Proceeds shall be applied reset at zero. Any Asset Sale Offer shall be conducted by the Company in accordance compliance with this applicable law, including, without limitation, Section 4.0614(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, cause, make, suffer to exist or consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in subject to such Asset Sale and (2) at least 7075% of the total consideration received by the Issuer or such Restricted Subsidiary, as the case may be, in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided that the foregoing requirement shall not apply with respect to any Asset Sale by way of loss, damage or destruction of property or assets or condemnation or other involuntary disposition of such property or assets. For the purposes of this Section 4.06(a)4.06(a)(2) and for no other purpose, the following are shall be deemed to be cash: cash (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Issuer and all Restricted Subsidiary, as the case may be, is Subsidiaries have been validly and unconditionally released by the holder of such IndebtednessIndebtedness in writing; (ii) the amount of any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such transferee that are within 90 120 days following the closing of such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. If at Business and (iv) any time any nonDesignated Non-cash consideration Consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary in such Asset Sale, as the case may beFair Market Value of which, in connection when taken together with any Asset Sale is repaid or all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) (and not subsequently converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale hereunder Sale), does not exceed the greater of (A) $15.0 million and (B) 3.0% of Consolidated Tangible Assets at the Net Available Proceeds thereof shall be applied 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 accordance with this Section 4.06value.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers’ Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7080% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and , shall be deemed to be cash for purposes of clause (iii) of the Fair Market Value preceding sentence and, in the case of any assets clause (other than securitiesx) above, unless such securities represent Equity Interests in an entity engaged solely in shall also be deemed to constitute a Permitted Businessrepayment of, such entity becomes and a Restricted Subsidiary and permanent reduction in, the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.16. A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale, and a transfer of assets that is excluded from the definition of “Restricted Payment” or that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale.

Limitations on Asset Sales. (a) The Parent shall not, and shall will not permit the Company or any Restricted Subsidiary to, directly or indirectly, to consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately before and immediately giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7080% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtednessindebtedness that is subordinated in right of payment to the Notes) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); , shall be deemed to be cash for purposes of clause (ii) and, in the case of clause (x) above, shall also be deemed to constitute a repayment of, and (iii) a permanent reduction in, the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.13. A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate an Asset Sale (including the sale of any of the stock of any Subsidiary) unless at least 100% of the Net Proceeds from such Asset Sale (or, in the case of a Partially Owned Restricted Subsidiary, the Company's Pro Rata Portion thereof, after repayment by such Partially Owned Restricted Subsidiary of its Indebtedness) are applied first to repay Obligations or reduce commitments under the Credit Facilities in accordance with the terms thereof, second to offer to redeem at par the Outstanding Notes and third to offer to redeem at par the Securities. The foregoing application of Net Proceeds from Asset Sales is not required in the case of (i) sales or dispositions generating cash proceeds of less than, with respect to the Company and its Restricted Subsidiaries, $2.5 million and (ii) sales and dispositions as to which the Company delivers a reinvestment notice and the proceeds are so reinvested in one or more communications, publishing, information, education or media assets or businesses within 12 months of the date the relevant Asset Sale is consummated. Notwithstanding the foregoing provisions of this Section 4.11, neither the Company nor its Restricted Subsidiaries shall be required to apply the Net Proceeds from any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) to the amount (without duplication) extent that the aggregate Net Proceeds from such Asset Sale, together with the Net Proceeds, if any, of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent have not been previously applied, are less than $25.0 million or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually that, and for so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Businesslong as, such entity becomes Net Proceeds cannot be so applied as a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date result of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this encumbrance or restriction permitted pursuant to Section 4.064.13 hereof.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of clause (2) of this Section 4.06(a4.11(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Company or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Company or any Restricted Subsidiary to be used by it in the Permitted Business; or (iv) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) (and not subsequently converted into Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale) does not exceed $20,000,000 at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. If at any time any non-cash consideration received by the Parent Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.11.

Limitations on Asset Sales. (au) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless: unless (1i) the Parent Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (measured as of the assets included in date of the definitive agreement with respect to such Asset Sale and (2Sale) at least 70% of the total consideration received in 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 at the time of the consummation of such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to would be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); caused thereby and (iii) at least 75% of the consideration received from such Asset Sale (other than 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 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 $250,000, with the Fair Market Value of any assets 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 (other than securities, unless iv) an amount equal to 100% of the Net Available Cash from such securities represent Equity Interests Asset Sale is applied by purchasing (A) Notes as provided under Section 2.10 through open market purchases (to the extent such purchases are at a purchase price at or above 100% of the 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 funds so paid in connection with such open market purchases) or (B) Notes tendered in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received offer made by the Parent or 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 Restricted Subsidiary amounts remaining after such offer to purchase will not be used by it counted in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may becomputation of Net Available Cash; provided further that, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed purchase of for cash Notes pursuant to this clause (other than interest received with respect to any such non-cash considerationiv), then the date of such repaymentIssuer will deliver, conversion or disposition shall cause to be deemed delivered, to constitute the date of an Asset Sale hereunder and Trustee for cancellation the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Notes so purchased.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, cause, make, suffer to exist or consummate any Asset Sale unless: (1) the Parent Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in subject to such Asset Sale and (2) at least 7075.0% of the total consideration received by the Company or such Restricted Subsidiary, as the case may be, in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a)4.06(a)(2) and for no other purpose, the following are shall be deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than contingent liabilities and Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Company and all Restricted Subsidiary, as the case may be, is Subsidiaries have been validly and unconditionally released by the holder of such IndebtednessIndebtedness in writing; (ii) the amount of any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are within 90 120 days following the closing of such Asset Sale converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Company or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Company or any Restricted Subsidiary to be used by it in the Permitted Business. If at ; and (iv) any time any nonDesignated Non-cash consideration Consideration received by the Parent Company or any Restricted Subsidiary, as the case may be, Subsidiary in connection with any such Asset Sale is repaid or the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) (and not subsequently converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale hereunder Sale), does not exceed the greater of (x) $10,000,000 and (y) 2.0% of Consolidated Tangible Assets at the Net Available Proceeds thereof shall be applied 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 accordance with this Section 4.06value.

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a7.6(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Agreement.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives its Subsidiaries receive consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets or Capital Stock included in such Asset Sale (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution) and (2ii) not less than 50% of such consideration is in the form of cash. The Net Proceeds of Asset Sales shall, within 360 days, (A) be reinvested in the lines of business of the Company or any of its Subsidiaries immediately prior to such investment; (B) be applied to the payment of the principal of, and interest on, Senior Indebtedness; (C) be utilized to make any Investment in any other Person permitted under this Indenture; or (D) be applied to an offer (an "Asset Sale Offer") to purchase outstanding Securities. In any such Asset Sale Offer, the Company shall offer to purchase Securities, as selected by lot (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased), at least 70a purchase price equal to 100% of the total consideration received aggregate principal amount of the Securities, plus accrued and unpaid interest to the date of purchase, in such the manner set forth in this Indenture. Any Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Offer will be conducted in compliance with applicable tender offer rules, including Section 4.06(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness14(e) of the Parent or such Restricted Subsidiary that is expressly assumed by Exchange Act and Rule 14e-1 thereunder. Any Net Proceeds remaining immediately after the transferee in such completion of any Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case Offer may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at Company or its Subsidiaries for any time any non-cash consideration received by purpose not inconsistent with the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed other provisions of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Indenture.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Sale unless: (1other than to the Company or a Guarantor (other than a Foreign Subsidiary of the Company) that is party to the Collateral Documents) unless (i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included sold or otherwise disposed of, and (a) in the case of an Asset Sale with respect to assets or property that do not constitute Collateral, at least 75% of the consideration received by the Company or such Restricted Subsidiary from such Asset Sale is in the form of cash or Cash Equivalents or (b) in the case of an Asset Sale with respect to assets or property that constitute Collateral, (1) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Specified Collateral Assets that become subject to a first priority perfected security interest in favor of the Collateral Agent, on behalf of the Holders, in the manner provided in the Collateral Documents, or any combination thereof and (2) at least 70no more than 25% of the total consideration received is in the form of Qualified Consideration that becomes subject, upon receipt by the Company or such Restricted Subsidiary and assignment and delivery to the Collateral Agent, to a first priority perfected security interest in favor of the Collateral Agent, on behalf of the Holders, in the manner provided in the Collateral Documents, and (ii) the Net Proceeds received by the Company or such Restricted Subsidiary from such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For are applied in accordance with the following paragraphs; provided, that for purposes of this Section 4.06(a)4 and any other covenant that requires compliance with this Section 4, the following are deemed to be cash: (i) the amount (without duplication) of Company shall cause any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Designated Unrestricted Subsidiary that is expressly assumed by the transferee in such consummates an Asset Sale to comply with this Section 4 and with respect to which the Parent or Indenture as though such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Designated Unrestricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes was a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control for purposes of such entitythis clause (a) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: (1as defined in the definition of "Net Asset Sale Proceeds") unless (i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Administrative Agent of an Officers' Certificate certifying that such Asset Sale complies with this clause (i), (ii) immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7080% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and , shall be deemed to be cash for purposes of clause (iii) of the Fair Market Value preceding sentence and, in the case of any assets clause (other than securitiesx) above, unless such securities represent Equity Interests in an entity engaged solely in shall also be deemed to constitute a Permitted Businessrepayment of, such entity becomes and a Restricted Subsidiary and permanent reduction in, the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted BusinessIndebtedness for purposes of Section 2.05(a)(iii)(4). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Asset Sale Proceeds thereof shall be applied in accordance with Section 2.05(a)(iii)(4). A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale, and a transfer of assets that is excluded from the definition of "Restricted Payments" or that constitutes a Restricted Investment and that is permitted under Section A-5 will not be deemed to be an Asset Sale. The Company shall comply with Section 2.05(a)(iii)(4) with respect to the Net Asset Sale Proceeds of any Asset Sale. Annex B Definitions Applicable to Term Loan Covenants Set forth below is certain of the defined terms used in Annex A. To the extent that a term is defined in both Section 1.01 and this Section 4.06Annex B, for purposes of the provisions of Annex A the term as defined in Annex B shall govern.

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives its Subsidiaries receive consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets or Capital Stock included in such Asset Sale (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution) and (2ii) not less than 50% of such consideration is in the form of cash. The Net Proceeds of Asset Sales shall, within 360 days, (a) be reinvested in the lines of business of the Company or any of its Subsidiaries immediately prior to such investment; (b) be applied to the payment of the principal of, and interest on, Senior Indebtedness; (c) be utilized to make any Investment in any other Person permitted under this Indenture; or (d) be applied to an offer (an "Asset Sale Offer") to purchase outstanding Securities. In any such Asset Sale Offer, the Company shall offer to purchase Securities, as selected by lot (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased), at least 70a purchase price equal to 100% of the total consideration received aggregate principal amount of the Securities, plus accrued and unpaid interest to the date of purchase, in such the manner set forth in this Indenture. Any Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Offer will be conducted in compliance with applicable tender offer rules, including Section 4.06(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness14(e) of the Parent or such Restricted Subsidiary that is expressly assumed by Exchange Act and Rule 14e-1 thereunder. Any Net Proceeds remaining immediately after the transferee in such completion of any Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case Offer may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at Company or its Subsidiaries for any time any non-cash consideration received by purpose not inconsistent with the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed other provisions of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Indenture.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, cause, make, suffer to exist or consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in subject to such Asset Sale and (2) at least 7075% of the total consideration received by the Issuer or such Restricted Subsidiary, as the case may be, in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided that the foregoing requirement shall not apply with respect to any Asset Sale by way of loss, damage or destruction of property or assets or condemnation or other involuntary disposition of such property or assets. For the purposes of this Section 4.06(a)4.06(a)(2) and for no other purpose, the following are shall be deemed to be cash: cash (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Issuer and all Restricted Subsidiary, as the case may be, is Subsidiaries have been validly and unconditionally released by the holder of such IndebtednessIndebtedness in writing; (ii) the amount of any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such transferee that are within 90 180 days following the closing of such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to cash or Cash Equivalents (to the extent of the cash or Cash Equivalents actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. If at Business and (iv) any time any nonDesignated Non-cash consideration Consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary in such Asset Sale, as the case may beFair Market Value of which, in connection when taken together with any Asset Sale is repaid or all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) (and not subsequently converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale hereunder Sale), does not exceed the greater of (A) $20.0 million and (B) 4.0% of Consolidated Tangible Assets at the Net Available Proceeds thereof shall be applied 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 accordance with this Section 4.06value.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such the Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets included in and properties sold or otherwise disposed of pursuant to such Asset Sale (as determined by the Board of Directors, whose determination in good faith will be conclusive and evidenced by a Board Resolution), (2ii) at least 7080% of the total consideration received by the Company or the Restricted Subsidiary, as the case may be, in such respect of the Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For Equivalents and (iii) the purposes of this Section 4.06(a), Company delivers to the following are deemed to be cash: Trustee an Officers' Certificate certifying that the Asset Sale complies with clauses (i) the and (ii) of this sentence. The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such any Restricted Subsidiary that is expressly assumed by the transferee in such an Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; that Indebtedness will be deemed to be cash for purposes of clause (ii) of the preceding sentence and will also be deemed to constitute a repayment of, and a permanent reduction in, the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent Indebtedness for purposes of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph. If at any time any non-cash consideration received by the Parent Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to will constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof therefrom shall be applied in accordance with this Section 4.064.16. A transfer of assets by the Company to a Wholly-Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary will not constitute an Asset Sale, and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not constitute an Asset Sale.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in such Asset Sale and (2) at least 7075% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided that the foregoing requirement shall not apply with respect to any Asset Sale by way of loss, damage or destruction of property or assets or condemnation or other involuntary disposition of such property or assets. For the purposes of this Section 4.06(a4.06(a)(2), the following are shall be deemed to be cash: cash (i) the amount (without duplication) of any Indebtedness liabilities (other than Subordinated Indebtednessas shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred, increased or decreased subsequent to the date of such balance sheet, such liabilities that would have been reflected in the Issuer’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as determine in good faith by the Issuer) of the Parent Issuer or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) that is expressly assumed by the transferee (or a third party on behalf of the transferee) in such Asset Sale and with respect to which the Parent Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtednessliability; (ii) the amount of any securities, notes or other obligations received from such transferee that are within 90 180 days following the closing of such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to cash or Cash Equivalents (to the extent of the cash or Cash Equivalents actually so received); and (iii) Indebtedness of any Restricted Subsidiary of the Issuer that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other Restricted Subsidiary are released from any Security Guarantee of such Indebtedness in connection with such Asset Sale; (iv) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted BusinessBusiness and (v) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale, the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (v) (and not subsequently converted into cash or Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale), does not exceed the greater of (i) $15.0 million and (ii) 3.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. If at any time any non-cash consideration received by the Parent Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7080% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and , shall be deemed to be cash for purposes of clause (iii) of the Fair Market Value preceding sentence and, in the case of any assets clause (other than securitiesx) above, unless such securities represent Equity Interests in an entity engaged solely in shall also be deemed to constitute a Permitted Businessrepayment of, such entity becomes and a Restricted Subsidiary and permanent reduction in, the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.16. A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale, and a transfer of assets that is excluded from the definition of "Restricted Payment" or that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless: unless (1i) the Parent Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value (measured as of the assets included in date of the definitive agreement with respect to such Asset Sale and (2Sale) at least 70% of the total consideration received in 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 at the time of the consummation of such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to would be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); 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 any assets (other than securitieseach item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary shall be deemed to be used 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 it 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 Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may becomputation of Net Available Cash; provided further that, in connection with any Asset Sale is repaid prepayment, repayment, redemption or converted into or sold or otherwise disposed purchase of for cash Indebtedness pursuant to this clause (other than interest received with respect to any such non-cash considerationiv), then the date of Issuer or Subsidiary will retire such repaymentIndebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, conversion repaid, redeemed or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06repurchased.

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06.Permitted

Limitations on Asset Sales. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, cause, make, suffer to exist or consummate any Asset Sale unless: (1) the Parent Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in subject to such Asset Sale and (2) at least 7075.0% of the total consideration received by the Company or such Restricted Subsidiary, as the case may be, in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a)4.06(a)(2) and for no other purpose, the following are shall be deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than contingent liabilities and Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Company and all Restricted Subsidiary, as the case may be, is Subsidiaries have been validly and unconditionally released by the holder of such IndebtednessIndebtedness in writing; (ii) the amount of any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are within 90 120 days following the closing of such Asset Sale converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Company or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Company or any Restricted Subsidiary to be used by it in the Permitted Business. If at ; and (iv) any time any nonDesignated Non-cash consideration Consideration received by the Parent Company or any Restricted Subsidiary, as the case may be, Subsidiary in connection with any such Asset Sale is repaid or the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) (and not subsequently converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale hereunder Sale), does not exceed the greater of (x) $15,000,000 and (y) 3.0% of Consolidated Tangible Assets at the Net Available Proceeds thereof shall be applied 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 accordance with this Section 4.06value.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless: unless (1i) the Parent Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the Fair Market Value (measured as of the assets included in date of the definitive agreement with respect to such Asset Sale and (2Sale) at least 70% of the total consideration received in 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 at the time of the consummation of such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to would be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); 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 any assets (other than securitieseach item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary shall be deemed to be used 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 it 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 Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may becomputation of Net Available Cash; provided further that, in connection with any Asset Sale is repaid prepayment, repayment, redemption or converted into or sold or otherwise disposed purchase of for cash Indebtedness pursuant to this clause (other than interest received with respect to any such non-cash considerationiv), then the date of Issuer or Subsidiary will retire such repaymentIndebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, conversion repaid, redeemed or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06repurchased.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately before and immediately giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7075% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 30 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); , shall be deemed to be cash for purposes of clause (ii) and, in the case of clause (x) above, shall also be deemed to constitute a repayment of, and (iii) a permanent reduction in, the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.16. A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Sale unless: unless (1i) the Parent Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (measured as of the assets included in date of the definitive agreement with respect to such Asset Sale and (2Sale) at least 70% of the total consideration received in 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 at the time of the consummation of such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to would be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); caused thereby and (iii) at least 75% of the consideration received from such Asset Sale (other than 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 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 $250,000, with the Fair Market Value of any assets 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 (other than securities, unless iv) an amount equal to 100% of the Net Available Cash from such securities represent Equity Interests Asset Sale is applied by purchasing Notes tendered in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received offer made by the Parent or 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 Structuring Fee 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 Restricted Subsidiary amounts remaining after such offer to purchase will not be used by it counted in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may becomputation of Net Available Cash; provided further that, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed purchase of for cash Notes pursuant to this clause (other than interest received with respect to any such non-cash considerationiv), then the date of such repaymentIssuer will deliver, conversion or disposition shall cause to be deemed delivered, to constitute the date of an Asset Sale hereunder and Trustee for cancellation the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Notes so purchased.

Limitations on Asset Sales. (a) The Parent shall not, and shall Company will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: Sale, unless (1i) the Parent or such Restricted Subsidiary receives consideration at received by the time of such Asset Sale Company is at least equal to the Fair Market Value of the assets included in such Asset Sale sold or disposed of and (2ii) at least 7090% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Temporary Cash Equivalents. For Investments or the purposes assumption of this Section 4.06(a), Indebtedness of the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness Company (other than Subordinated IndebtednessIndebtedness to any Subsidiary), provided that (a) the Person assuming such Indebtedness is a corporation, limited liability company, partnership or trust organized under the laws of the Parent United States or any State or the District of Columbia and expressly assumes the Indebtedness obligations under this Agreement and the Notes, (b) immediately after such Restricted Subsidiary that transaction, such assuming Person is expressly assumed not in default in the performance of any covenants or conditions contained in the Senior Indenture, this Agreement and/or Notes, (c) the Person assuming the Indebtedness must be rated at least investment grade by both Xxxxx’x (which as of the transferee in such Asset Sale 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 which each such rating prior to and immediately after such assumption of Indebtedness and the Parent Company, prior to the consummation of any such assumption of Indebtedness, shall deliver, or shall cause to be delivered, to each holder of Notes satisfactory evidence of such Restricted Subsidiaryratings and stable outlook, as (d) such Person shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the case may beRequired 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 (e) the Company is irrevocably and unconditionally released by the holder of from all liability under such Indebtedness; (ii) . In the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (event and to the extent of that the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Company receives Net Cash Proceeds from one or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent more Asset Sales occurring on or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then after the date of the Closing, the Company shall within six months after the receipt of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06.Cash Proceeds:

Limitations on Asset Sales. (a) The Parent Subject to Article VI hereof and until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall notbe binding on the Company, and shall not permit neither the Company nor any Restricted Subsidiary tomay, directly or indirectly, consummate any an Asset Sale unless: Sale, unless the Company (1) the Parent or such Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (reasonably evidenced by a good faith resolution of the Board of Directors or the board of directors or comparable governing body of such Restricted Subsidiary, whose resolution shall be conclusive) of the assets included in such sold or otherwise disposed of, provided that the aggregate fair market value of the consideration received from any Asset Sale and (2) at least 70% of that is not in the total consideration received in such Asset Sale or series of related Asset Sales consists form of cash or Cash Equivalents shall not, when aggregated with the fair market value of all other noncash consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date that has not been converted into cash or Cash Equivalents. For , exceed 10% of the purposes Consolidated Net Assets of this Section 4.06(a)the Company at the time of the Asset Sale under consideration; and, the following are deemed to be cash: (i) provided, further, however, that the amount of (without duplicationx) any liabilities of the Company or any Indebtedness Restricted Subsidiary (other than Subordinated Indebtednessliabilities that are Incurred in connection with or in contemplation of such Asset Sale) of the Parent or such Restricted Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale assets and with respect to which (y) any notes or other obligations received by the Parent Company or any such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received Subsidiary from such transferee that are within 90 days promptly converted by the Parent Company or such Restricted Subsidiary into cash, shall be deemed to be cash (to the extent of the cash actually so received); and (iii) for purposes of this provision. Within 180 days after the Fair Market Value receipt of any Net Cash Proceeds from an Asset Sale, the Company may apply such Net Cash Proceeds in its sole discretion (a) to permanently repay Indebtedness under the Bank Credit Facility (and to permanently reduce the commitment thereunder for purposes of clause (a)(vi) of Section 5.02 hereof) or (b) to acquire all or substantially all of the assets of, or Capital Stock representing a majority of the voting power in the election of directors or other governing body of, another Permitted Business, (c) to make a capital expenditure or (d) to acquire other than securities, unless such securities represent Equity Interests in an entity engaged solely assets not classified as current under GAAP that are used or useful in a Permitted Business. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such entity becomes a Restricted Subsidiary and the Parent Net Cash Proceeds in any manner that is not prohibited by this First Supplemental Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it invested as provided in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed first sentence of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this First Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price for the Notes in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this First Supplemental Indenture and such other pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale hereunder Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this First Supplemental Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the Net Available amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase (and without regard to whether all Excess Proceeds thereof are used therefor), the amount of Excess Proceeds shall be applied reset at zero. Any Asset Sale Offer shall be conducted by the Company in accordance compliance with this applicable law, including, without limitation, Section 4.0614(e) of the Exchange Act and Rule 14e-1 thereunder, if applicable.

Limitations on Asset Sales. (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted BusinessBusiness and (iv) any Designated Non-cash Consideration received by the Parent or any Restricted Subsidiary in such Asset Sale the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Issue Date (and not subsequently converted into Cash Equivalents and treated as Net Available Proceeds of an Asset Sale), does not exceed the greater of (i) $30,000,000 and (ii) 1.25% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06.

Limitations on Asset Sales. (a1) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Sale unless: (1other than to the Company or a Guarantor (other than a Foreign Subsidiary of the Company) that is party to the Collateral Documents) unless (i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included sold or otherwise disposed of, and (a) in the case of an Asset Sale with respect to assets or Property that do not constitute Collateral, at least 75% of the consideration received by the Company or such Restricted Subsidiary from such Asset Sale is in the form of cash or Cash Equivalents or (b) in the case of an Asset Sale with respect to assets or Property that constitute Collateral, (1) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Specified Collateral Assets that become subject to a first priority perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in the manner provided in the Collateral Documents, or any combination thereof and (2) at least 70no more than 25% of the total consideration received is in the form of Qualified Consideration that becomes subject, upon receipt by the Company or such Restricted Subsidiary and assignment and delivery to the Collateral Agent, to a first priority perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in the manner provided in the Collateral Documents, and (ii) the Net Proceeds received by the Company or such Restricted Subsidiary from such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. For are applied in accordance with the following paragraphs; provided, that for purposes of this Section 4.06(a5(o) and any other covenant that requires compliance with this Section 5(o), the following are Company shall cause any Designated Unrestricted Subsidiary that consummates an Asset Sale to comply with this Section 5(o) and this Agreement as though such Designated Unrestricted Subsidiary was a Restricted Subsidiary for purposes of this clause (1) of this Section 5(o). For purposes of this Section 5(o), “cash” will be deemed to be cash: (i) the amount (without duplication) of include any Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such any Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect pursuant to any such non-cash consideration), then a customary novation agreement that releases the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder Company and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06Restricted Subsidiaries from further liability.

Limitations on Asset Sales. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, cause, make, suffer to exist or consummate any Asset Sale unless: (1) the Parent Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets included in subject to such Asset Sale and (2) at least 7075% of the total consideration received by the Issuer or such Restricted Subsidiary, as the case may be, in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided that the foregoing requirement shall not apply with respect to any Asset Sale by way of loss, damage or destruction of property or assets or condemnation or other involuntary disposition of such property or assets. For the purposes of this Section 4.06(a)4.06(a)(2) and for no other purpose, the following are shall be deemed to be cash: cash (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Parent Issuer or such Restricted Subsidiary (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Issuer and all Restricted Subsidiary, as the case may be, is Subsidiaries have been validly and unconditionally released by the holder of such IndebtednessIndebtedness in writing; (ii) the amount of any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such transferee that are within 90 120 days following the closing of such Asset Sale converted by the Parent Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent Issuer or any Restricted Subsidiary to be used by it in the Permitted Business. If at Business and (iv) any time any nonDesignated Non-cash consideration Consideration received by the Parent Issuer or any Restricted SubsidiarySubsidiary in such Asset Sale, as the case may beFair Market Value of which, in connection when taken together with any Asset Sale is repaid or all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (iv) (and not subsequently converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale hereunder Sale), does not exceed the greater of (A) $20.0 million and (B) 4.0% of Consolidated Tangible Assets at the Net Available Proceeds thereof shall be applied 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 accordance with this Section 4.06value.

Limitations on Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: unless (1i) the Parent Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale (evidenced by the delivery by the Company to the Trustee of an Officers' Certificate certifying that such Asset Sale complies with this clause (i)), (ii) immediately before and immediately giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing, and (2iii) at least 7080% of the total consideration received by the Company or such Restricted Subsidiary therefor is in such Asset Sale or series of related Asset Sales consists the form of cash or Cash Equivalentspaid at the closing thereof. For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Parent Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; , and (iiy) the amount any Cash Equivalents, or other notes, securities or items of any obligations property received from such transferee that are promptly (but in any event within 90 days 15 days) converted by the Parent Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received); , shall be deemed to be cash for purposes of clause (ii) and, in the case of clause (x) above, shall also be deemed to constitute a repayment of, and (iii) a permanent reduction in, the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Parent or a Restricted Subsidiary acquires voting and management control amount of such entity) received by Indebtedness for purposes of the Parent or any Restricted Subsidiary to be used by it in the Permitted Businessfollowing paragraph (b). If at any time any non-cash consideration received by the Parent Company or any Restricted SubsidiarySubsidiary of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.064.16. A transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.05 will not be deemed to be an Asset Sale.