Common use of Asset Sale Offer Clause in Contracts

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or less.

Asset Sale Offer. (a) Within 450 15 days after an Asset Sale Offer Date, the Agent’s receipt of Company shall mail (with notice to the Net Proceeds Trustee) or shall cause the Trustee to mail (in the Company's name and at its expense) notice of any Asset Sale Offer to each Holder of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Notes as set forth in Section 3.02. The Asset Sale Offer shall be deemed to have commenced on the date of such mailing and shall terminate 20 Business Days after its commencement unless a longer offering period is required by law (i) the "Asset Sale Offer Period"). Promptly after the termination of the Asset Sale Offer Period (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i"Asset Sale Payment Date"), the Borrower Company shall purchase and mail or such Restricted Subsidiary shall permanently retire such Indebtedness anddeliver payment for, in the case of obligations under revolving credit facilities on a pro rata basis or other similar Indebtednessas selected by lot, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed from Holders tendering their Notes pursuant to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are Notes required to be applied purchased pursuant to Section 5.09. If an Asset Sale Payment Date is on or after an interest payment record date and on or before the related Interest Payment Date, accrued interest will be paid to the Person in accordance with whose name a Note is registered at the close of business on such agreement (but record date, and no additional interest will be payable to Holders who tender Notes pursuant to any such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement)Asset Sale Offer. (b) Within 450 days after any of the Borrower’s On or any Restricted Subsidiary’s receipt of the Net Proceeds of before any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral)Payment Date, the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar IndebtednessCompany, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral)extent lawful, the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten accept for payment (10on a pro rata basis or as selected by lot) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, Notes or portions thereof tendered pursuant to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to prepay pay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal of all Notes or portions thereof so accepted, (iii) deliver or cause the depositary or Paying Agent to 100% of the principal amount thereof, plus accrued and unpaid interest deliver to the date of prepayment Trustee Notes so accepted and (iv) deliver an Officers' Certificate identifying the Notes or repurchase, portions thereof accepted for payment by the Company in accordance with the terms contemplated in of this Section 2.20; 3.04. The depositary, the Paying Agent or the Company, as the case may be, promptly shall mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and (ii) prepay all accepted by the Loans Company for purchase and the Trustee promptly shall authenticate and mail or deliver to any such Holder a new Note equal in principal amount to any unpurchased portion of Lenders properly accepting the Note surrendered by such offer Holder. Any Notes not so accepted promptly shall be mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of prepayment in accordance with such any Asset Sale Offer (subject to on the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessPayment Date.

Asset Sale Offer. (a) Within 450 days after The Indenture imposes certain limitations on the Agent’s receipt ability of the Net Proceeds of any Issuer and its Restricted Subsidiaries to make Asset Sales. In the event the proceeds from a permitted Asset Sale of Term Loan First Lien Collateralare not applied as specified in the Indenture, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) Issuer will be required to make an offer Asset Sale Offer to purchase to the Lenders to prepay Loans or (B) to make an offer to purchaseextent of such remaining proceeds each Holder’s Notes together, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; providedat the Issuer’s option, however, that in connection with any prepayment, repayment or purchase holders of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or certain other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus accrued interest (if any) to the amount of accrued and unpaid interest Asset Sale Offer Payment Date, as more fully set forth in the Indenture. Collateral Asset Sale. The Indenture imposes certain limitations on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any ability of the Borrower’s or any Issuer and its Restricted Subsidiary’s receipt of the Net Proceeds of any Subsidiaries to make Collateral Asset Sale (other than an Sales and Partial Collateral Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided Sales. The Indenture provides that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral)Issuer makes a Collateral Asset Sale, the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for Net Cash Proceeds therefrom will be immediately applied to make an Asset Sale Offer) . In the event the proceeds from a permitted Partial Collateral Asset Sale are not applied as specified in the Indenture, the Issuer will be required to all Lenders make an Asset Sale Offer to prepay their Loans purchase to the extent of such remaining proceeds each Holder’s Notes together, at the Issuer’s option, with holders of certain other Indebtedness, at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (Bif any) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or Asset Sale Offer Payment Date, as more businesses; provided that such investment in any business is fully set forth in the form Indenture. Event of Loss. The Indenture provides that if the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower Issuer or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply suffers an Event of Loss, the Net Cash Proceeds therefrom will be paid directly by the party providing such Net Cash Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the Collateral and Intercreditor Agent. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, as specified in the Indenture. In the event that the Issuer elects to restore the relevant Collateral, within 180 days of Net Proceeds so committed until receipt of such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Cash Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) Event of this Section 2.20 within 450 Loss, the Issuer will, among other obligations, have 360 days from the date of such binding commitment to complete such restoration. The Issuer will take such action, at its sole expense, as may be required to ensure that the receipt Collateral and Intercreditor Agent has, from the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be deemed applied to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchase, Offer in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessIndenture.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) If the Company and its Restricted Subsidiaries receive Net Cash Proceeds from Asset Sales of more than $2,500,000 in excess of the Asset Sale Threshold (A) to such excess Net Cash Proceeds, the “Excess Proceeds” and such initial event and the closing date of each subsequent Asset Sale thereafter, an “Asset Sale Trigger”), the Company will make an offer (an “Asset Sale Offer”) to all Holders to repurchase Notes for an amount of cash equal to 50.00% of such Excess Proceeds (excluding, for the avoidance of doubt, any Net Cash Proceeds previously applied to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with repurchase of any prepayment, repayment or purchase of Indebtedness Notes pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an preceding Asset Sale Offer) to all Lenders to prepay their Loans at 100% of (the principal amount thereof“Asset Sale Offer Consideration Amount”), plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or date (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any “Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (iiOffer Repurchase Date”) of this paragraph (a), such 450-day period will be extended with respect to specified by the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer Company that is not less than 180 days) (or, if earlier, 20 Business Days or more than 35 Business Days following the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement byTrigger, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase repurchase price in cash per Note equal to 100100.00% of the principal amount thereof, plus accrued and unpaid interest interest, if any, plus any remaining amounts that would be owed to, but excluding, the Maturity Date (the “Asset Sale Offer Repurchase Price”), unless the Asset Sale Offer Repurchase Date falls after a Regular Record Date but on or prior to the date of prepayment or repurchaseInterest Payment Date to which such Regular Record Date relates, in accordance with which case the terms contemplated in Company shall instead pay the full amount of accrued and ​ unpaid interest (to, but excluding, such Interest Payment Date) to the Holder of record of such Note as of such Regular Record Date, and the Asset Sale Offer Repurchase Price shall be equal to 100.00% of the principal amount of such Note to be repurchased pursuant to this Section 2.20; and 4.13(c), plus any remaining amounts that would be owed to, but excluding, the Maturity Date. (ii) prepay all To the Loans of Lenders properly accepting such offer of prepayment in accordance with such extent that the aggregate Asset Sale Offer (subject Repurchase Price of Notes tendered pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to is less than the Asset Sale Offer Consideration Amount (such shortfall constituting a “Net Cash Proceeds prior Deficiency”), the Company may use the Net Cash Proceeds Deficiency, or a portion thereof, for general corporate purposes. (iii) Repurchases of Notes under this Section 4.13(c) shall be made, at the option of the Holder thereof, upon: (1) delivery to the expiration Paying Agent by a Holder of a duly completed notice (the “Asset Sale Offer Repurchase Notice”) in the form set forth in Attachment 5 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the applicable procedures of the relevant 450 day period Depositary for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or with respect to Excess Proceeds before the close of $45,000,000 or less.business on the Business Day immediately preceding the Asset Sale Offer Repurchase Date; and

Asset Sale Offer. (a) Within 450 days after If the Agent’s receipt of the Net Proceeds of Authority consummates any Asset Sale Sales, within five days of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest each date on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When which the aggregate amount of Excess Proceeds exceeds $45,000,0005.0 million, the Borrower shall (i) make Authority will, subject to the second sentence of Section 16 hereof, commence an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms Holders of Notes (including any other Senior Indebtedness, to the Additional Notes) and all holders of such Senior other Indebtedness (other than that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to Hedging Obligations) in accordance offers to purchase or redeem with the procedures set forth below for prepayment proceeds of sales of assets or of an event of loss (a "Asset Sale Offer"), as applicable, pursuant to prepay Section 3.11 of the maximum aggregate principal amount of Loans and prepay or Indenture to purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 Notes (including any Additional Notes) and other pari passu Indebtedness, as applicable, that may be purchased out of the Excess Proceeds at a prepayment or purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of prepayment or repurchasesuch offer, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions procedures set forth in paragraph the Indenture. To the extent that the aggregate amount of Notes (fincluding any Additional Notes) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect and other pari passu Indebtedness tendered pursuant to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect is less than the Excess Proceeds, the Authority may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to such Net Proceeds be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Authority prior to any related purchase date and may elect to have such Notes purchased by completing the expiration form entitled "Option of Holder to Elect Purchase" on the reverse of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessNotes.

Asset Sale Offer. (a) Within 450 days after In the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateralevent that, pursuant to Section 4.10 hereof, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are Issuer is required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or commence an Asset Sale Offer, it shall follow the procedures specified below. Upon the commencement of an Asset Sale Offer, the Issuer shall transmit a notice to prepay the maximum Trustee and the Holders in accordance with Section 14.01 stating: (a) that the Asset Sale Offer is being made pursuant to this Section 3.08 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; (b) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (c) that any Senior Secured Note not tendered or accepted for payment will continue to accrue interest; (d) that, unless the Issuer defaults in making such payment, any Senior Secured Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on and after the Asset Sale Purchase Date; (e) that Holders electing to have a Senior Secured Note purchased pursuant to an Asset Sale Offer may elect to have Senior Secured Notes purchased only in minimum denominations of £100,000 and in integral multiples of £1,000, in excess thereof, except that a Holder may elect to have all of the Senior Secured Notes held by such Holder purchased even if not an integral multiple of £1,000 (in excess of £100,000); (f) that Holders electing to have a Senior Secured Note purchased pursuant to any Asset Sale Offer will be required to surrender the Senior Secured Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Senior Secured Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Asset Sale Purchase Date; (g) the procedure for withdrawing an election to tender; (h) that if the aggregate principal amount of Loans the Senior Secured Notes surrendered in any Asset Sale Offer by Holders and prepay other pari passu Indebtedness surrendered by holders or purchase lenders, collectively, exceeds the maximum amount of Excess Proceeds, or if the aggregate principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal Secured Notes tendered pursuant to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such that is an application of Net Proceeds prior pursuant to clause (1) of Section 4.10(b) exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable will select the Senior Secured Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described under Section 3.02), based on the amounts tendered or required to be prepaid or redeemed; and (i) that Holders whose Senior Secured Notes were purchased only in part will be issued new Senior Secured Notes equal in principal amount to the expiration unpurchased portion of the relevant 450 day Senior Secured Notes surrendered (or transferred by book-entry transfer). The Asset Sale Offer, in so far as it relates to the Senior Secured Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer will purchase the principal amount of Senior Secured Notes and, to the extent they elect, pari passu Indebtedness required to be purchased pursuant to Section 4.10 (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and pari passu Indebtedness validly tendered in response to the Asset Sale Offer. On or with respect before the Asset Sale Purchase Date, the Issuer will, to Excess Proceeds the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of $45,000,000 Senior Secured Notes and pari passu Indebtedness or lessportions of Senior Secured Notes and pari passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Senior Secured Notes and pari passu Indebtedness so validly tendered and not properly withdrawn and in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale Sales that are not applied or invested or applied as provided in accordance with paragraph (aSection 6.09(b) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to shall constitute “Excess Proceeds”. "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $45,000,00020.0 million, the Borrower shall (i) make an offer within ten (10the "ASSET SALE OFFER") Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the and all holders of such Senior other Indebtedness (other than that is pari passu with the Loans containing provisions similar to those set forth in Section 6.09 with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, offers to prepay the maximum aggregate principal amount of Loans and prepay or purchase with the proceeds of sales of assets to prepay the maximum principal amount of Loans, and such Senior other pari passu Indebtedness that is an integral multiple of $1,000 that may be prepaid or purchased out of the Excess Proceeds at a prepayment or purchase Proceeds. The offer price in cash any Asset Sale Offer shall be equal to 100% of the principal amount thereof(in the case of the Loans), plus or accreted value or principal amount, as applicable (in the case of any other Indebtedness), plus, without duplication, accrued and unpaid interest interest, if any, to the date of prepayment or repurchasepurchase, as applicable, and will be payable in accordance with cash (the terms contemplated in "EXCESS PROCEEDS PREPAYMENT"). All prepayments of Loans under this Section 2.20; 2.12 shall be subject to Section 3.03. (b) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of all Loans and (ii) prepay all the accreted value or principal amount, as the case may be, of such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Loans and such other pari passu Indebtedness to be prepaid or purchased shall be prepaid or purchased, as applicable, on a pro rata basis based on the principal amount of the Loans and the accreted value or principal amount, as applicable, of such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) To the extent that the aggregate principal amount of the Loans as to which an Asset Sale Offer is accepted by Lenders is less than the Excess Proceeds, the Borrower may use the remaining Excess Proceeds for general corporate purposes and such amounts shall no longer be deemed Excess Proceeds. If the aggregate principal amount of the Loans as to which an Asset Sale Offer is accepted by Lenders exceeds the amount of Excess Proceeds available to prepay the Loans, the Administrative Agent shall select the Loans to be prepaid on a pro rata basis. (d) Immediately following any Asset Sale Offer, the Borrower shall mail a notice to the Administrative Agent and to each Lender stating: (i) that the Asset Sale Offer is being made pursuant to this Section 2.12 and that all Loans of all Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer will be prepaid; (subject ii) the amount of the Excess Proceeds Prepayment and the purchase date (the "EXCESS PROCEEDS PREPAYMENT DATE"), which may not be earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that any Loans as to which such offer is not properly accepted by the Lender thereof will remain outstanding and will continue to accrue interest; (iv) that, unless the Borrower defaults in the prepayment of any Loans as to which the Asset Sale Offer shall have been accepted by Lenders, all Loans accepted for prepayment pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making Offer will cease to accrue interest on and after the Excess Proceeds Prepayment Date; (v) that Lenders electing to have any Loans prepaid pursuant to an Asset Sale Offer with respect will be required to such Net Proceeds notify the Administrative Agent prior to the expiration close of business on the third Business Day preceding the Excess Proceeds Prepayment Date; and (vi) that Lenders will be entitled to withdraw their election to require the Borrower to prepay their Loans on the terms and conditions set forth in such notice. (e) On the Excess Proceeds Prepayment Date, the Borrower shall, to the extent lawful: (i) prepay all Loans, or portions thereof, as to which the Asset Sale Offer was accepted by Lenders and not withdrawn; and (ii) deposit with the Administrative Agent an amount sufficient to pay the Excess Proceeds Prepayment in respect of all Loans or portions thereof, as to which the Asset Sale Offer was accepted by Lenders and not withdrawn. (f) The Borrower shall publicly announce the results of the relevant 450 day period Asset Sale Offer on or with respect to as soon as practicable after the Excess Proceeds of $45,000,000 or lessPrepayment Date.

Asset Sale Offer. (a) Within 450 days after ‌ In the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateralevent that, pursuant to Section 4.10 hereof, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are Issuer is required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or commence an Asset Sale Offer, it shall follow the procedures specified below. Upon the commencement of an Asset Sale Offer, the Issuer shall transmit a notice to prepay the maximum Trustee and the Holders in accordance with Section 14.01 stating: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; (b) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (c) that any Second Lien Note not tendered or accepted for payment will continue to accrue interest; (d) that, unless the Issuer defaults in making such payment, any Second Lien Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on and after the Asset Sale Purchase Date; (e) that Holders electing to have a Second Lien Note purchased pursuant to an Asset Sale Offer may elect to have Second Lien Notes purchased only in minimum denominations of £100,000 and in integral multiples of £1,000, in excess thereof, except that a Holder may elect to have all of the Second Lien Notes held by such Holder purchased even if not an integral multiple of £1,000 (in excess of £100,000); (f) that Holders electing to have a Second Lien Note purchased pursuant to any Asset Sale Offer will be required to surrender the Second Lien Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Second Lien Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Asset Sale Purchase Date; (g) the procedure for withdrawing an election to tender; (h) that if the aggregate principal amount of Loans the Second Lien Notes surrendered in any Asset Sale Offer by Holders and prepay other pari passu Indebtedness surrendered by holders or purchase lenders, collectively, exceeds the maximum amount of Excess Proceeds, or if the aggregate principal amount of such Senior Indebtedness Second Lien Notes tendered pursuant to an Asset Sale Offer that is an integral multiple application of $1,000 that may Net Proceeds pursuant to clause (1) of Section 4.10(b) exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable will select the Second Lien Notes and such other pari passu Indebtedness, if applicable, to be purchased out on a pro rata basis (or in the manner described under Section 3.02), based on the amounts tendered or required to be prepaid or redeemed; and (i) that Holders whose Second Lien Notes were purchased only in part will be issued new Second Lien Notes equal in principal amount to the unpurchased portion of the Excess Proceeds at Second Lien Notes surrendered (or transferred by book-entry transfer). The Asset Sale Offer, in so far as it relates to the Second Lien Notes, will remain open for a prepayment or period of not less than 20 Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer will purchase price in cash equal to 100% of the principal amount thereofof Second Lien Notes and, plus accrued and unpaid interest to the date extent they elect, pari passu Indebtedness required to be purchased pursuant to Section 4.10 (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and pari passu Indebtedness validly tendered in response to the Asset Sale Offer. On or before the Asset Sale Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of prepayment Second Lien Notes and pari passu Indebtedness or repurchaseportions of Second Lien Notes and pari passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Second Lien Notes and pari passu Indebtedness so validly tendered and not properly withdrawn and in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof. The Issuer will deliver to the Trustee an Officer’s Certificate stating that such Second Lien Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms contemplated of this Section 3.09. The Issuer or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Sale Offer Period) mail or deliver to each tendering Holder an amount equal to the purchase price of the Second Lien Notes so validly tendered and not properly withdrawn by such Holder, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Second Lien Note (or amend the Global Note), and the Trustee, or the Authentication Agent, upon delivery of an Officer’s Certificate from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Second Lien Note to such Holder, in a principal amount equal to any unpurchased portion of the Second Lien Note surrendered; provided that each such new Second Lien Note will be in a principal amount with a minimum denomination of £100,000 or an integral multiples of £1,000 in excess thereof. Any Second Lien Note not so accepted will be promptly mailed or delivered (or transferred by book entry) by the Issuer to the Holder thereof. Other than as specifically provided in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessSections 3.01 through 3.06 hereof.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower If Premier or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of consummates any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a)Sales, such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When when the aggregate amount of Excess Proceeds exceeds $45,000,0005.0 million, the Borrower shall (i) make Issuers will commence an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms Holders of any other Senior Indebtedness, to the Notes and all holders of such Senior other Indebtedness (other than that is PARI PASSU with the Notes containing provisions similar to those set forth in the Indenture with respect to Hedging Obligations) in accordance offers to purchase or redeem with the procedures set forth below for prepayment or proceeds of sales of assets (an Asset Sale Offer, "ASSET SALE OFFER") pursuant to prepay Section 3.10 of the maximum aggregate principal amount of Loans and prepay or Indenture to purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 Notes (including Additional Notes) and other PARI PASSU Indebtedness, as applicable, that may be purchased out of the Excess Proceeds at a prepayment or purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of prepayment or repurchasesuch offer, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions procedures set forth in paragraph the Indenture. To the extent that the aggregate amount of Notes (fincluding Additional Notes) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect and other PARI PASSU Indebtedness tendered pursuant to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect is less than the Excess Proceeds, Premier (or such Restricted Subsidiary) may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes (including Additional Notes) and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other PARI PASSU Indebtedness to such Net Proceeds be purchased on a PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the expiration of form entitled "OPTION OF HOLDER TO ELECT PURCHASE" attached to the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessNotes.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale Sales that are not applied or invested or applied as provided in accordance with the second paragraph (aof Section 4.10(a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds hereof will be deemed to constitute “Excess Proceeds”. .” When the aggregate amount of Excess Proceeds exceeds $45,000,000US$5,000,000, within five days thereof, the Borrower Company shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 Asset Sale Offer to all Lenders and, if required by the terms Holders of any other Senior Indebtedness, to the Notes and all holders of such Senior other Indebtedness (other than that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to Hedging Obligations) offers to purchase or redeem with the proceeds of sales of assets in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, Section 3.09 hereof to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of Notes and such Senior other pari passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase the offer price specified in the next sentence. The offer price in cash any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchasepurchase, and will be payable in accordance with cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the terms contemplated in Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Section 2.20; Indenture. If the aggregate principal amount of Notes and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with other pari passu Indebtedness tendered into such Asset Sale Offer (subject exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased on a pro rata basis in accordance with applicable depositary procedures. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the proration provisions set forth extent those laws and regulations are applicable in paragraph (f) connection with each repurchase of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect Notes pursuant to any Net Proceeds from an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by making an Asset Sale Offer with respect to virtue of such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lesscompliance.

Asset Sale Offer. The Company shall not, and shall not permit any of its Subsidiaries to, engage in an Asset Sale in excess of $1,000,000 unless (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from Intercreditor Agreement is in effect and does not prohibit such Asset Sale and expressly provides that the Trustee has no right to restrict or permit, or approve or disapprove, such Asset Sale, or (b) in all other cases (i) the Company (Aor the Subsidiary, as the case may be) to make an offer receives consideration at the time of such Asset Sale at least equal to the Lenders to prepay Loans or (B) to make an offer to purchasefair market value, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, and in the case of obligations under revolving credit facilities or a lease of assets, a lease providing for rent and other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed conditions which are no less favorable to the Borrower Company (or the Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a Restricted Subsidiary); provided, further, however, that if resolution of the Borrower or any Restricted Subsidiary shall so reduce obligations under any Board of Directors of such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures entity set forth below for in an Asset Sale OfferOfficers' Certificate delivered to the Trustee) to all Lenders to prepay their Loans at 100% of the principal amount thereofassets or Equity Interests sold or otherwise disposed of, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause at least 75% (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, 100% in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to lease payments) of the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured consideration therefor received by the Revolving Facility First Lien Collateral), the Borrower Company or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of cash or Cash Equivalents; provided that the amount of any notes or other obligations received by the Company or any such Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision, (iii) subject to the Intercreditor Agreement, if such Asset Sale involves the disposition of Collateral, the Company or such Subsidiary has complied with Articles 10 and 11 of the Indenture, and (iv) the Company or the Subsidiary, as the case may be, applies the Net Proceeds as provided in the following paragraph. Subject to the Intercreditor Agreement, any such Net Proceeds may, at the option of the Company, be applied within 180 days of the related Asset Sale as follows: (i) to the acquisition of Capital Stock and results another business or the acquisition of other long-term assets, in each case, in the Borrower same or a similar line of business as the Company or any Restricted of its Subsidiaries was engaged in on the Issue Date or any reasonable extensions or expansions thereof ("REPLACEMENT ASSETS"); provided, that any Replacement Assets shall be owned by the Company or by the Subsidiary owning an amount Guarantor that made the Asset Sale and shall not be subject to any Liens except Collateral Permitted Liens (and the Company or such Subsidiary Guarantor, as the case may be, shall execute and deliver to the Trustee such Collateral Documents or other instruments as shall be necessary to cause such Replacement Assets to become subject to a Lien in favor of the Capital Stock Trustee, for the benefit of such business such that it constitutes a Restricted Subsidiarythe holders of the Notes, (B) propertiessecuring its obligations under the Notes or its Subsidiary Guarantee, (C) capital expenditures or (D) acquisitions of other assetsas the case may be, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance otherwise shall comply with the requirements provisions of clause the Indenture applicable to After-Acquired Property); or (ii) of this paragraph (b)to reimburse the Company or its Subsidiaries for expenditures made, such 450-day period will be extended with respect and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the amount extent that the Net Proceeds consist of Net Insurance Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination received on account of such agreement). (c) loss, damage or taking. Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt portion of such Net Proceeds will be deemed that is not used as described in subparagraphs (i) or (ii) above within such 180-day period shall constitute "EXCESS PROCEEDS" subject to constitute “Excess Proceeds”disposition as provided below. When the aggregate amount of Excess Proceeds exceeds $45,000,0003,000,000, the Borrower Company shall (i) be required to make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, Holders (an "ASSET SALE OFFER") to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 Notes that may be purchased out of the Excess Proceeds Proceeds, at a prepayment or purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the date of prepayment or repurchasepurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions procedures set forth in paragraph (f) the Indenture. To the extent that the aggregate amount of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect Notes tendered pursuant to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to is less than the expiration of Excess Proceeds, the relevant 450 day period or with respect to Company may use any remaining Excess Proceeds for general corporate purposes. Upon completion of $45,000,000 or lesssuch Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of Payment for any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary Notes so purchased shall permanently retire such Indebtedness and, be made in the case of obligations under revolving credit facilities same manner as interest payments are made. If the Purchase Date is on or other similar Indebtednessafter an interest record date and on or before the related interest payment date, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to shall be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added paid to the Collateral securing Person in whose name a Note is registered at the Secured Obligations in accordance with the provisions close of Section 5.11 and the Collateral Documentsbusiness on such record date, and provided, further, that no additional interest shall be payable to Holders who tender Notes pursuant to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% . Upon the commencement of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, the Company shall send, by first class mail, a notice to prepay the maximum Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Loans Notes surrendered by Holders and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple pari passu with the Notes containing provisions similar to Section 4.10 exceeds the Offer Amount, the Company shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 1,000, or integral multiples thereof, shall be purchased); and (i) that may Holders whose Notes were purchased only in part shall be purchased out issued new Notes equal in principal amount to the unpurchased portion of the Excess Proceeds at a prepayment Notes surrendered (or purchase price in cash equal to 100% of transferred by book-entry transfer). On or before the principal amount thereofPurchase Date, plus accrued and unpaid interest the Company shall, to the date extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of prepayment Notes or repurchaseportions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms contemplated of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessSections 3.01 through 3.06 hereof.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt by a Co-Borrower or Restricted Subsidiary of the Net Proceeds of any Asset Sale of Term Loan First Lien CollateralCollateral that occurs on or after the Closing Date (other than any Excess Designated Proceeds), the applicable Co-Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Term Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations other Indebtedness secured by a Permitted Collateral Lienthe Collateral; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the such Co-Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the a Co-Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower Co-Borrowers or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligationsother Indebtedness, the such Co-Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its their option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if extent required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or less.of

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale Sales that are not applied or invested or applied as provided in accordance with paragraph (aSection 6.09(b) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to shall constitute “Excess Proceeds”. .” When the aggregate amount of Excess Proceeds exceeds $45,000,00020.0 million, the Borrower shall (i) make an offer within ten (10the “Asset Sale Offer”) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the and all holders of such Senior other Indebtedness (other than that is pari passu with the Loans containing provisions similar to those set forth in Section 6.09 with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, offers to prepay the maximum aggregate principal amount of Loans and prepay or purchase with the proceeds of sales of assets to prepay the maximum principal amount of Loans, and such Senior other pari passu Indebtedness that is an integral multiple of $1,000 that may be prepaid or purchased out of the Excess Proceeds at a prepayment or purchase Proceeds. The offer price in cash any Asset Sale Offer shall be equal to 100% of the principal amount thereof(in the case of the Loans), plus or accreted value or principal amount, as applicable (in the case of any other Indebtedness), plus, without duplication, accrued and unpaid interest interest, if any, to the date of prepayment or repurchasepurchase, as applicable, and will be payable in accordance with cash (the terms contemplated in “Excess Proceeds Prepayment”). All prepayments of Loans under this Section 2.20; 2.12 shall be subject to Section 3.03. (b) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of all Loans and (ii) prepay all the accreted value or principal amount, as the case may be, of such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Loans and such other pari passu Indebtedness to be prepaid or purchased shall be prepaid or purchased, as applicable, on a pro rata basis based on the principal amount of the Loans and the accreted value or principal amount, as applicable, of such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) To the extent that the aggregate principal amount of the Loans as to which an Asset Sale Offer is accepted by Lenders is less than the Excess Proceeds, the Borrower may use the remaining Excess Proceeds for general corporate purposes and such amounts shall no longer be deemed Excess Proceeds. If the aggregate principal amount of the Loans as to which an Asset Sale Offer is accepted by Lenders exceeds the amount of Excess Proceeds available to prepay the Loans, the Administrative Agent shall select the Loans to be prepaid on a pro rata basis. (d) Immediately following any Asset Sale Offer, the Borrower shall mail a notice to the Administrative Agent and to each Lender stating: (i) that the Asset Sale Offer is being made pursuant to this Section 2.12 and that all Loans of all Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer will be prepaid; (subject ii) the amount of the Excess Proceeds Prepayment and the purchase date (the “Excess Proceeds Prepayment Date”), which may not be earlier than 30 days nor later than 60 days from the date such notice is mailed; (iii) that any Loans as to which such offer is not properly accepted by the Lender thereof will remain outstanding and will continue to accrue interest; (iv) that, unless the Borrower defaults in the prepayment of any Loans as to which the Asset Sale Offer shall have been accepted by Lenders, all Loans accepted for prepayment pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making Offer will cease to accrue interest on and after the Excess Proceeds Prepayment Date; (v) that Lenders electing to have any Loans prepaid pursuant to an Asset Sale Offer with respect will be required to such Net Proceeds notify the Administrative Agent prior to the expiration close of business on the third Business Day preceding the Excess Proceeds Prepayment Date; and (vi) that Lenders will be entitled to withdraw their election to require the Borrower to prepay their Loans on the terms and conditions set forth in such notice. (e) On the Excess Proceeds Prepayment Date, the Borrower shall, to the extent lawful: (i) prepay all Loans, or portions thereof, as to which the Asset Sale Offer was accepted by Lenders and not withdrawn; and (ii) deposit with the Administrative Agent an amount sufficient to pay the Excess Proceeds Prepayment in respect of all Loans or portions thereof, as to which the Asset Sale Offer was accepted by Lenders and not withdrawn. (f) The Borrower shall publicly announce the results of the relevant 450 day period Asset Sale Offer on or with respect to as soon as practicable after the Excess Proceeds of $45,000,000 or lessPrepayment Date.

Asset Sale Offer. The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ai) Within 450 days after the Agent’s receipt Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Net Proceeds Board of Directors set forth in an Officers' Certificate delivered to the Trustee in the case of any Asset Sale for which the Company or any of Term Loan First Lien Collateral, its Restricted Subsidiaries receives consideration in excess of $15,000,000) of the Borrower assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 80% of the applicable Restricted Subsidiary may, at its option, apply consideration therefor received by the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation or other agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary within 90 days following the closing of the Asset Sale into cash (to the extent of the cash received), shall permanently retire be deemed to be cash for purposes of this provision. Within 360 days of the receipt of any Net Proceeds from an Asset Sale, the Company and its Restricted Subsidiaries may apply such Net Proceeds, at their option, (a) to repay secured Indebtedness (and, in the case of obligations any such Indebtedness that was borrowed under a revolving credit facilities or other similar Indebtednessline, shall to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (athereto), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) to the acquisition of this Section 2.20 within 450 days from a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a related or complementary line of business as the Company or any of its Restricted Subsidiaries was engaged in on the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”Indenture (as determined in good faith by the Company). When Not later than 30 days after any date (an "Asset Sale Offer Trigger Date") that the aggregate amount of Excess Proceeds exceeds $45,000,00010,000,000, the Borrower Company shall mail to each holder of Notes at such holder's registered address a notice stating: (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, Offer Trigger Date has occurred and that the Company is offering to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 Notes that may be purchased out of the Excess Proceeds Proceeds, at a prepayment or purchase an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of prepayment purchase (the "Asset Sale Offer Purchase Date"), which shall be a business day, specified in such notice, that is not earlier than 30 days or repurchase, in accordance with later than 60 days from the terms contemplated in this Section 2.20date such notice is mailed; and (ii) prepay all the Loans amount of Lenders properly accepting such offer accrued and unpaid interest and Liquidated Damages, if any, thereon as of prepayment in accordance with such the Asset Sale Offer Purchase Date; (subject iii) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in the payment of the purchase price for the Notes payable pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale Offer, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any, after the Asset Sale Offer Purchase Date; (v) the procedures, consistent with the Indenture, to be followed by making a holder of Notes in order to accept an Asset Sale Offer with respect or to withdraw such Net Proceeds prior to acceptance; and (vi) such other information as may be required by the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessIndenture and applicable laws and regulations.

Asset Sale Offer. (a) (a) Within 450 days after the Agent’s receipt by a Co-Borrower or Restricted Subsidiary of the Net Proceeds of any Asset Sale of Term Loan First Lien CollateralCollateral that occurs on or after the Original Closing Date, the applicable Co-Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to prepay or make an offer to the Lenders to prepay Loans in accordance with Section 2.08 or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations other Indebtedness secured by a Permitted Collateral Lienthe Collateral; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the such Co-Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the a Co-Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower Co-Borrowers or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligationsother Indebtedness, the such Co-Borrower or such Restricted Subsidiary will, equally and ratably, reduce or offer to reduce the amount of Indebtedness outstanding under this Agreement by, at its their option, (I) prepaying or making any offer to prepay Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the a Co-Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale that occurs on or after the Original Closing Date (other than an Asset Sale of Term Loan First Lien Collateral), the ) by a Co-Borrower or Restricted Subsidiary, such Co-Borrower or Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce or offer to reduce (A) obligations under any Senior Indebtedness of the Borrower Co-Borrowers or any Subsidiary Guarantor (which may include Loans) and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the a Co-Borrower or a Restricted Subsidiary); provided that if the Borrower Co-Borrowers or any Restricted Subsidiary shall so reduce obligations under any other Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral)Indebtedness, the Borrower Co-Borrowers or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its their option, (I) prepaying or making any offer to prepay Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) Offer to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower Co-Borrowers or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower Co-Borrowers or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in the case of each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the a Co-Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that occurs on or after the Original Closing Date that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days (as extended to the extent permitted by such paragraph) from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. .” When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower applicable Co-Borrowers shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Term Lenders and, if required by the terms of any other Senior IndebtednessIndebtedness permitted to be prepaid under paragraph (a) or (b) of this Section 2.20, as applicable, to the holders of such Senior other Indebtedness (other than with respect to Hedging Obligations or Cash Management Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Term Loans and prepay or purchase the maximum principal amount of such Senior other Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Term Loans of Term Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower Co-Borrowers may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or less.

Asset Sale Offer. The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee in the case of Within 360 days of the receipt of any Net Proceeds from an Asset Sale, the Company and its Restricted Subsidiaries may apply such Net Proceeds, at their option, (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale to repay secured Indebtedness (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations any such Indebtedness that was borrowed under a revolving credit facilities or other similar Indebtednessline, shall to correspondingly permanently reduce commitments with respect thereto thereto), or (other than obligations owed b) to the Borrower acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a Restricted Subsidiary); provided, further, however, that if related or complementary line of business as the Borrower Company or any of its Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans Subsidiaries was engaged in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreementthe Indenture (as determined in good faith by the Company). (b) Within 450 days after any of . Pending the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds final application of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral)such Net Proceeds, the Borrower or such Restricted Subsidiary may, at its option, apply Company may temporarily reduce the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness lines under the Senior Secured Asset-Based Revolving New Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower (without any corresponding commitment reduction) or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply otherwise invest such Net Proceeds in accordance with any manner that is not prohibited by the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Indenture. Any Net Proceeds from an Asset Sale Sales that are not applied or invested or applied as provided in accordance with paragraph (a) or (b) the first sentence of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds paragraph will be deemed to constitute “"Excess Proceeds”. When ." Not later than 30 days after any date (an "Asset Sale Offer Trigger Date") that the aggregate amount of Excess Proceeds exceeds $45,000,00010,000,000, the Borrower Company shall mail to each holder of Notes at such holder's registered address a notice stating: (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, Offer Trigger Date has occurred and that the Company is offering to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 Notes that may be purchased out of the Excess Proceeds Proceeds, at a prepayment or purchase an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of prepayment purchase (the "Asset Sale Offer Purchase Date"), which shall be a business day, specified in such notice, that is not earlier than 30 days or repurchase, in accordance with later than 60 days from the terms contemplated in this Section 2.20date such notice is mailed; and (ii) prepay all the Loans amount of Lenders properly accepting such offer accrued and unpaid interest and Liquidated Damages, if any, thereon as of prepayment in accordance with such the Asset Sale Offer Purchase Date; (subject iii) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (iv) that, unless the proration provisions set forth Company defaults in paragraph (f) the payment of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or less.the

Asset Sale Offer. The Company shall not, and shall not permit any of its Subsidiaries to, engage in an Asset Sale in excess of $1,000,000 unless (ai) Within 450 the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or the Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of the Company or any Subsidiary (other than liabilities that are by their terms subordinated to, or pari passu with, the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Agent’s receipt Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision, (iii) if such Asset Sale involves the disposition of Collateral, the Company or such Subsidiary has complied with Articles 10 and 11 of the Indenture, and (iv) the Company or the Subsidiaries, as the case may be, applies the Net Proceeds as provided in the following paragraph. Any such Net Proceeds shall be applied within 360 days of any the related Asset Sale of Term Loan First Lien Collateralas follows: (i) to the extent that such Net Proceeds are derived from property or assets which do not constitute Primary Collateral or are not deemed (pursuant to the provisions described below) to constitute Primary Collateral Proceeds ("Non-Primary Collateral Proceeds"), the Borrower or the applicable Restricted Subsidiary such Non-Primary Collateral Proceeds may, at its optionthe option of the Company, apply be applied to repay Indebtedness outstanding under the New Credit Agreement; and (ii) with respect to any Net Proceeds derived from such Asset Sale property or assets which constitute Primary Collateral ("Primary Collateral Proceeds") or derived from a transaction as a result of which a Subsidiary Guarantor is released from its Subsidiary Guarantee as provided in Section 12.04 and which (pursuant to the provisions described below) are deemed to be Primary Collateral Proceeds, and with respect to any Non-Primary Collateral Proceeds remaining after application as described in subparagraph (i) above (all such Primary Collateral Proceeds and amounts deemed to be Primary Collateral Proceeds, together with any such remaining Non-Primary Collateral Proceeds being hereinafter called, collectively, the "Available Amount"), such Available Amount shall, if the Company so elects, be applied (A) to make an offer the acquisition of another business or the acquisition of other long-term assets, in each case, in the same or a similar line of business as the Company or any of its Subsidiaries was engaged in on the date of the Indenture or any reasonable extensions or expansions thereof ("Replacement Assets"); provided, that any Replacement Assets acquired with any Primary Collateral Proceeds or amounts deemed to constitute Primary Collateral Proceeds (1) shall be owned by the Company or by the Subsidiary Guarantor that made the Asset Sale and shall not be subject to any Liens except Permitted Liens (and the Company or such Subsidiary Guarantor, as the case may be, shall execute and deliver to the Lenders Trustee such Collateral Documents or other instruments as shall be necessary to prepay Loans cause such Replacement Assets to become subject to a Lien in favor of the Trustee, for the benefit of the holders of the Notes, securing its obligations under the Notes or its Subsidiary Guarantee, as the case may be, and otherwise shall comply with the provisions of this Indenture applicable to After-Acquired Property), and (2) shall not include any New Credit Agreement Collateral or (B) to make an offer reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to purchaserepair, prepay rebuild, replace or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; providedrestore property subject to loss, howeverdamage or taking to the extent that the Net Proceeds consist of Net Insurance Proceeds received on account of such loss, damage or taking. Any portion of the Available Amount that is not used as described in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause subparagraphs (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that above within such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-360 day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “"Excess Proceeds”" subject to disposition as provided below. When the aggregate amount of Excess Proceeds exceeds $45,000,0005,000,000, the Borrower Company shall (i) be required to make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms Holders of any other Senior Indebtedness, to the holders of such Senior Indebtedness Notes (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an "Asset Sale Offer, ") to prepay the maximum aggregate principal amount of Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness that is an integral multiple of $1,000 Notes that may be purchased out of the Excess Proceeds Proceeds, at a prepayment or purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of prepayment or repurchasepurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions procedures set forth in paragraph (f) the Indenture. To the extent that the aggregate amount of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect Notes tendered pursuant to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds to such Net Proceeds prior make a similar repurchase offer to holders of Senior Subordinated Notes, and, to the expiration extent not accepted by such holders, for general corporate purposes. Upon completion of such Asset Sale Offer, the relevant 450 day period or with respect to amount of Excess Proceeds of $45,000,000 or lessshall be reset at zero.

Asset Sale Offer. (a) Within 450 days after In the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateralevent that, pursuant to Section 4.10 hereof, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are Issuer is required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). (b) Within 450 days after any of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce (A) obligations under any Senior Indebtedness of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral), the Borrower or such Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (ii) of this paragraph (b), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, until termination of such agreement). (c) Any Net Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $45,000,000, the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 to all Lenders and, if required by the terms of any other Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or commence an Asset Sale Offer, it shall follow the procedures specified below. Upon the commencement of an Asset Sale Offer, the Issuer shall transmit a notice to prepay the maximum Trustee and the Holders in accordance with Section 14.01 stating: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; (b) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (c) that any Senior Secured Note not tendered or accepted for payment will continue to accrue interest; (d) that, unless the Issuer defaults in making such payment, any Senior Secured Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on and after the Asset Sale Purchase Date; (e) that Holders electing to have a Senior Secured Note purchased pursuant to an Asset Sale Offer may elect to have Senior Secured Notes purchased only in minimum denominations of £100,000 and in integral multiples of £1,000, in excess thereof, except that a Holder may elect to have all of the Senior Secured Notes held by such Holder purchased even if not an integral multiple of £1,000 (in excess of £100,000); (f) that Holders electing to have a Senior Secured Note purchased pursuant to any Asset Sale Offer will be required to surrender the Senior Secured Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Senior Secured Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Asset Sale Purchase Date; (g) the procedure for withdrawing an election to tender; (h) that if the aggregate principal amount of Loans the Senior Secured Notes surrendered in any Asset Sale Offer by Holders and prepay other pari passu Indebtedness surrendered by holders or purchase lenders, collectively, exceeds the maximum amount of Excess Proceeds, or if the aggregate principal amount of such Senior Indebtedness Secured Notes tendered pursuant to an Asset Sale Offer that is an integral multiple application of $1,000 that may Net Proceeds pursuant to clause (1) of Section 4.10(b) exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable will select the Senior Secured Notes and such other pari passu Indebtedness, if applicable, to be purchased out on a pro rata basis (or in the manner described under Section 3.02), based on the amounts tendered or required to be prepaid or redeemed; and (i) that Holders whose Senior Secured Notes were purchased only in part will be issued new Senior Secured Notes equal in principal amount to the unpurchased portion of the Excess Proceeds at Senior Secured Notes surrendered (or transferred by book-entry transfer). The Asset Sale Offer, in so far as it relates to the Senior Secured Notes, will remain open for a prepayment or period of not less than 20 Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer will purchase price in cash equal to 100% of the principal amount thereofof Senior Secured Notes and, plus accrued and unpaid interest to the date extent they elect, pari passu Indebtedness required to be purchased pursuant to Section 4.10 (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and pari passu Indebtedness validly tendered in response to the Asset Sale Offer. On or before the Asset Sale Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of prepayment Senior Secured Notes and pari passu Indebtedness or repurchaseportions of Senior Secured Notes and pari passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Senior Secured Notes and pari passu Indebtedness so validly tendered and not properly withdrawn and in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof. The Issuer will deliver to the Trustee an Officer’s Certificate stating that such Senior Secured Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms contemplated of this Section 3.09. The Issuer or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Sale Offer Period) mail or deliver to each tendering Holder an amount equal to the purchase price of the Senior Secured Notes so validly tendered and not properly withdrawn by such Holder, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Senior Secured Note (or amend the Global Note), and the Trustee, or the Authentication Agent, upon delivery of an Officer’s Certificate from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Senior Secured Note to such Holder, in a principal amount equal to any unpurchased portion of the Senior Secured Note surrendered; provided that each such new Senior Secured Note will be in a principal amount with a minimum denomination of £100,000 or an integral multiples of £1,000 in excess thereof. Any Senior Secured Note not so accepted will be promptly mailed or delivered (or transferred by book entry) by the Issuer to the Holder thereof. Other than as specifically provided in this Section 2.20; and (ii) prepay all the Loans of Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 day period or with respect to Excess Proceeds of $45,000,000 or lessSections 3.01 through 3.06 hereof.

Asset Sale Offer. (a) Within 450 days after Upon the Agent’s receipt consummation of the Net Proceeds of any an Asset Sale of Term Loan First Lien Collateral, the Borrower shall apply, or the applicable cause such Restricted Subsidiary mayto apply, at its option, apply the Net Cash Proceeds from relating to such Asset Sale within 365 days of receipt thereof either (i) (Ai)(A) to make an offer to the Term Lenders to prepay Term Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any such Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Term Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Term Lenders to prepay their Term Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Term Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Additional Assets are concurrently with their acquisition added to Restricted Subsidiary by the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets end of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450365-day period the Borrower or a Restricted Subsidiary enters has entered into a definitive binding agreement committing under which it is contractually committed to apply reinvest in Productive Assets and such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a)investment is consummated within 120 days from the date on which such binding agreement is entered into and, such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required investment, the reference to the 366th day after an Asset Sale in the second sentence of Section 2.20(c) shall be deemed to be applied in accordance with a reference to the 121st day after the date on which such binding agreement is entered into (but only if such extension will in no event be for 121st day occurs later than such 366th day)), or (iii) a period longer than 180 dayscombination of prepayment and investment permitted by the foregoing clauses (i) and (or, if earlier, the date of termination of such agreementii). (b) Within 450 days after any Upon the consummation of the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any an Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), the Borrower shall apply, or cause such Restricted Subsidiary mayto apply, at its option, apply the Net Cash Proceeds from relating to such Asset Sale within 365 days of receipt thereof either (i) to permanently reduce (A) obligations under any Senior Indebtedness Debt of the Borrower or any Subsidiary Guarantor and, in the case of obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided that if the Borrower or any such Restricted Subsidiary shall so reduce obligations under any Senior Indebtedness (other than Senior Indebtedness under the Senior Secured Asset-Based Revolving Credit Facility secured by the Revolving Facility First Lien Collateral)Debt, the Borrower or such Restricted Subsidiary Guarantor will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Term Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Term Lenders to prepay their Term Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Term Loans to be prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or another Restricted Subsidiary; or (ii) to an investment reinvest in Productive Assets (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in this requirement shall be deemed satisfied if the Borrower or any such Restricted Subsidiary owning an amount of by the Capital Stock end of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets, that in each of (A), (B), (C) and (D), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale. Notwithstanding the foregoing, if during such 450365-day period the Borrower or a Restricted Subsidiary enters has entered into a definitive binding agreement committing under which it is contractually committed to apply reinvest in Productive Assets and such Net Proceeds in accordance with investment is consummated within 120 days from the requirements of clause (ii) of this paragraph (b)date on which such binding agreement is entered into and, such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required investment, the reference to the 366th day after an Asset Sale in the second sentence of Section 2.20(c) shall be deemed to be applied in accordance with a reference to the 121st day after the date on which such binding agreement is entered into (but only if such extension will in no event be for 121st day occurs later than such 366th day)), or (iii) a period longer than 180 dayscombination of prepayment and investment permitted by the foregoing clauses (i) and (or, if earlier, until termination of such agreementii). (c) Any Net Cash Proceeds from an Asset Sale that are not invested or applied in accordance with paragraph (a) or (b) of this Section 2.20 within 450 365 days from the date of the receipt of such Net Cash Proceeds will be deemed to constitute “Excess Proceeds”. When On the 366th day after receipt of the Net Cash Proceeds of an Asset Sale (provided the aggregate amount of Excess Proceeds exceeds $45,000,00020,000,000), the Borrower shall (i) make an offer within ten (10) Business Days after the date that Excess Proceeds exceed $45,000,000 20,000,000 to all Term Lenders and, if required by the terms of any other Senior IndebtednessDebt, to the holders of such Senior Indebtedness Debt (other than with respect to Hedging Obligations) in accordance with the procedures set forth below for prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal amount of Term Loans and prepay or purchase the maximum principal amount of such Senior Indebtedness Debt that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at a prepayment or purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment or repurchase, in accordance with the terms contemplated in this Section 2.20; and (ii) prepay all the Term Loans of Term Lenders properly accepting such offer of prepayment in accordance with such Asset Sale Offer (subject to the proration provisions set forth in paragraph (f) of this Section 2.20). The Borrower may satisfy the foregoing obligations with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to the expiration of the relevant 450 365 day period or with respect to Excess Proceeds of $45,000,000 20,000,000 or less.