Common use of Required Asset Sales Clause in Contracts

Required Asset Sales. During the period beginning on the date hereof and ending on March 31, 2009 (the “Required Sale Period”), the Company shall receive, or enter into definitive and binding agreements (each a “Definitive Agreement”) to receive, Net Proceeds from Asset Sales of at least $350,000,000 in the aggregate (the “Required Net Proceeds”), all of which Net Proceeds shall be used by the Company to make one or more mandatory redemptions of the First Lien Notes (so long as any First Lien Note remains outstanding) or the Notes; provided that no Definitive Agreement shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied unless the Asset Sale contemplated by such Definitive Agreement shall have been consummated by a date no later than six (6) months after the date of execution of such Definitive Agreement; provided further, however, that if the failure to consummate any Asset Sale contemplated by a Definitive Agreement is due solely to the inability of the Company to obtain any Governmental Authorization necessary to consummate such Asset Sale and the Company has made and is making all commercially best efforts to obtain such Governmental Authorization (a “Governmental Delay”), then the Net Proceeds from such Asset Sale may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied. No Net Proceeds from any Asset Sale shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied unless such Net Proceeds have been used by the Company to actually make a mandatory redemption of the First Lien Notes (so long as any First Lien Note remains outstanding) or the Notes. For the avoidance of doubt, Asset Sales with respect to which the Company has, prior to the date hereof, already entered into Definitive Agreements (the Net Proceeds of the Asset Sales contemplated by such Definitive Agreements aggregating approximately $150,000,000 under the terms of such Definitive Agreements) (each such Asset Sale, a “Pre-Closing Asset Sale”) shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied, but only to the extent that (i) with respect to each Pre-Closing Asset Sale, such Pre-Closing Asset Sale is consummated at or above the agreed upon sale price during the Required Sale Period, and (ii) all Net Proceeds from all Pre-Closing Asset Sales are used to make mandatory redemptions of the First Lien Notes (so long as any First Lien Notes remain outstanding) or the Notes. Also for the avoidance of doubt, no Definitive Agreement may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied if the Asset Sale contemplated by such Definitive Agreement fails to be consummated on any date later than six (6) months after the date of execution of such Definitive Agreement for reasons other than (or in addition to) a Governmental Delay.

Required Asset Sales. During the period beginning on the date hereof and ending on March 31, 2009 (the “"Required Sale Period”"), the Company shall receive, or enter into definitive and binding agreements (each a “"Definitive Agreement”") to receive, Net Proceeds from Asset Sales of at least $350,000,000 in the aggregate (the “"Required Net Proceeds”"), all of which Net Proceeds shall be used by the Company to make one or more mandatory redemptions of the First Lien Notes (so long as any First Lien Note remains outstanding) or the Notes; provided that no Definitive Agreement shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied unless the Asset Sale contemplated by such Definitive Agreement shall have been consummated by a date no later than six (6) months after the date of execution of such Definitive Agreement; provided further, however, that if the failure to consummate any Asset Sale contemplated by a Definitive Agreement is due solely to the inability of the Company to obtain any Governmental Authorization necessary to consummate such Asset Sale and the Company has made and is making all commercially best efforts to obtain such Governmental Authorization (a “"Governmental Delay”"), then the Net Proceeds from such Asset Sale may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied. No Net Proceeds from any Asset Sale shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied unless such Net Proceeds have been used by the Company to actually make a mandatory redemption of the First Lien Notes (so long as any First Lien Note remains outstanding) or the Notes. For the avoidance of doubt, Asset Sales with respect to which the Company has, prior to the date hereof, already entered into Definitive Agreements (the Net Proceeds of the Asset Sales contemplated by such Definitive Agreements aggregating approximately $150,000,000 under the terms of such Definitive Agreements) (each such Asset Sale, a “"Pre-Closing Asset Sale”") shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied, but only to the extent that (i) with respect to each Pre-Closing Asset Sale, such Pre-Closing Asset Sale is consummated at or above the agreed upon sale price during the Required Sale Period, and (ii) all Net Proceeds from all Pre-Closing Asset Sales are used to make mandatory redemptions of the First Lien Notes (so long as any First Lien Notes remain outstanding) or the Notes. Also for the avoidance of doubt, no Definitive Agreement may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied if the Asset Sale contemplated by such Definitive Agreement fails to be consummated on any date later than six (6) months after the date of execution of such Definitive Agreement for reasons other than (or in addition to) a Governmental Delay.

Required Asset Sales. During the period beginning on the date hereof and ending on March 31, 2009 (the “Required Sale Period”), the Company shall receive, or enter into definitive and binding agreements (each a “Definitive Agreement”) to receive, Net Proceeds from Asset Sales of at least $350,000,000 in the aggregate (the “Required Net Proceeds”); provided, all of which Net Proceeds shall be used by the Company to make one or more mandatory redemptions of the First Lien Notes (so long as any First Lien Note remains outstanding) or the Notes; provided that no Definitive Agreement shall may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied unless the Asset Sale contemplated by such Definitive Agreement shall have been is consummated by a date no later than six (6) months after the date of execution of such Definitive Agreement; provided further, however, that if the failure to consummate any Asset Sale contemplated by a Definitive Agreement is due solely to the inability of the Company to obtain any Governmental Authorization necessary to consummate such Asset Sale and the Company has made and is making all commercially reasonable best efforts to obtain such Governmental Authorization (a “Governmental Delay”), then the Net Proceeds from such Asset Sale may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied. No Net Proceeds from any Asset Sale shall be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied unless such Net Proceeds have been used by the Company to actually make a mandatory redemption of the First Lien Notes (so long as any First Lien Note remains outstanding) or the Notes. For the avoidance of doubt, Asset Sales with respect to which the Company has, prior to the date hereof, already entered into Definitive Agreements (the Net Proceeds of the Asset Sales contemplated by such Definitive Agreements aggregating approximately $150,000,000 under the terms of such Definitive Agreements) (each such Asset Sale, a “Pre-Closing Asset Sale”) shall will be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied; provided, but only to the extent that (i) with respect to each Pre-Closing Asset Sale, such Pre-Closing Asset Sale is shall be consummated at or above the agreed upon sale price during the Required Sale Period, and Period (ii) all Net Proceeds from all unless such Pre-Closing Asset Sales are used Sale that will yield Net Proceeds sufficient, together with any other amounts then on deposit in the Asset Sale Proceeds Account, to make mandatory redemptions of the First Lien Notes (so long as redeem and pay in full, any First Lien Notes remain outstanding) or the and all outstanding Notes). Also for the avoidance of doubt, no Definitive Agreement may be counted for the purpose of determining whether the Required Net Proceeds amount has been satisfied if the Asset Sale contemplated by such Definitive Agreement fails to be consummated on any date later than six (6) months after the date of execution of such Definitive Agreement for reasons other than (or in addition to) a Governmental Delay.