Common use of Asset Sale Offer Clause in Contracts

Asset Sale Offer. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower will make an offer to prepay the Loans (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on a pro rata basis, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. To the extent that the aggregate amount of Loans prepaid pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Borrower may use any remaining Net Cash Proceeds: (i) from any Asset Sale, for general corporate purposes of the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 within the applicable time period from such conversion or disposition as set forth above.

Asset Sale Offer. (i) To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss required to be applied are not applied as described in the respective foregoing paragraphs set forth above of this Section 3.7 on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Losstherefor, the election to apply), the Borrower will Company shall make an offer to prepay the Loans purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans Notes to be prepaidpurchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay Company shall purchase pursuant to an Asset Sale Offer from all accepting Lenders tendering Holders on a pro rata basis, that principal amount of Loans Notes to be prepaid purchased equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days . (ii) Each notice of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount shall be mailed first class, postage prepaid, to the Holders as of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 a date within 60 days following an such Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor AgentTrustee, offering to prepay purchase the Loans Notes as described above. Each notice of an Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereofamong other things, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice notice is deliveredmailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer NoticeOffer, each Lender Holders may elect to have its Loan prepaid tender their Notes in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. U.S.$1,000 in exchange for cash. (iii) On the Asset Sale Offer Payment Date, the Borrower willCompany shall, to the extent lawful, prepay : (A) accept for payment all Notes or portions thereof properly tendered pursuant to the relevant portion of each Loan as Asset Sale Offer; (B) deposit with the Paying Agent funds in an amount equal to which such the Asset Sale Offer has been Amount in respect of all Notes or portions thereof so tendered; and (C) deliver or cause to be delivered to the Trustee the Notes so accepted on together with an Officers’ Certificate stating the terms specified in this Section 5.06(e). aggregate principal amount of Notes or portions thereof being purchased by the Issuer. (iv) To the extent Holders that Lenders accept are the subject of an Asset Sale Offer with respect to Loans (or portions thereof) properly tender and do not withdraw Notes in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans Company shall purchase the Notes on a pro rata basis (based on amounts tendered). If only a portion of a Loan Note is prepaid purchased pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, not purchased shall be issued in the name of such Lender the Holder thereof upon cancellation of the original Note theretofore held by such Lender. Notwithstanding anything (or appropriate adjustments to the contrary amount and beneficial interests in this Section 5.06a Global Note shall be made, at the Borrower’s option, the Borrower may: as appropriate). Notes (aor portions thereof) make any purchased pursuant to an Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, shall be cancelled and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; andcannot be reissued. (bv) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will shall be reset at zero. To the extent that the aggregate amount of Loans prepaid Notes tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, Proceeds the Borrower Company may use any remaining Net Cash Proceeds: (i) from any Asset Sale, Proceeds for general corporate purposes of the Borrower Company and its Restricted Subsidiaries;. (iivi) from The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event other applicable securities laws in connection with the purchase of Loss, for Replacement Collateral or Notes pursuant to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower To the extent that the provisions of any applicable securities laws or regulations conflict with Section 3.7(c), the Company shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable comply with these laws and regulations and shall not be deemed to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause have breached its obligations under this Section 3.7(c) by doing so. (iivii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower Company and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower Company or a Restricted Subsidiary) in a transaction permitted under Section 5.16Article IV, the Successor Borrower will Surviving Entity shall be deemed to have sold the properties and assets of the Borrower Company and its Restricted Subsidiaries not so transferred for purposes of this Section 5.063.7, and will shall comply with the provisions of this Section 5.06 3.7 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower Company or its Restricted Subsidiaries so deemed to be sold will shall be deemed to be Net Cash Proceeds for purposes of this Section 5.06. 3.7. (viii) If at any time any non-cash consideration received by the Borrower Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will shall be deemed to constitute an Asset Sale, Collateral Asset Sale or an Event of Loss hereunder and the Net Cash Proceeds thereof will shall be applied in accordance with this Section 5.06 3.7 within the applicable time period from such conversion or disposition as set forth above.

Asset Sale Offer. To If the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Company determines to make an Asset Sale Offer, the Company shall promptly mail (with notice to the Trustee) or Event of Loss are not applied as described shall cause the Trustee to promptly mail (in the respective paragraphs Company's name and at its expense) notice of an Asset Sale Offer to each Holder of Securities as set forth above in Section 3.3(b). The Asset Sale Offer shall be deemed to have commenced on the date of such mailing and shall terminate 30 days after its commencement unless a longer offering period is required by law (the "Asset Sale Offer Period"). On or prior to the last day (fifth Business Day following the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower will make an offer to prepay the Loans (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on a pro rata basis, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days termination of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Period (the "Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that timePayment Date"), the entire amount of unapplied Net Cash ProceedsCompany shall purchase, or cause the Trustee to purchase, and not just the amount in excess of $10 millionmail or deliver payment for, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans selected on a pro rata basis (based on amounts tendered). If unless such method is otherwise prohibited, in which case the Securities to be purchased shall be selected by lot, with such adjustments as may be deemed appropriate by the Company so that only a portion Securities in denominations of a Loan is prepaid pursuant to an Asset Sale Offer$1,000 or integral multiples thereof shall be purchased, a new Note with respect to such Loan or in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (bmanner as the Trustee shall deem fair and equitable) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds Holders tendering their Securities pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds Securities required to be purchased pursuant to Section 4.11. If the Asset Sale Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be reset paid to the person in whose name a Security is registered at zero. To the extent that the aggregate amount close of Loans prepaid pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceedsbusiness on such record date, the Borrower may use any remaining Net Cash Proceeds: (i) from any Asset Sale, for general corporate purposes of the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds no additional interest will be applied as set forth in the previous sentence on a basis proportionate payable to the aggregate Net Cash Proceeds from each such event that gave rise Holders who tender Securities pursuant to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Any Asset Sale Offer shall be conducted in compliance with applicable tender offer rules, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder. On or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral before any Asset Sale Payment Date, the Company, to the extent lawful, shall (i) accept for payment, as selected on a pro rata basis (unless such method is otherwise prohibited, in which case the Securities to be purchased shall be selected by lot, with such adjustment as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or Event of Loss will remain integral multiples thereof shall be purchased, or in such other manner as Collateral the Trustee shall deem fair and equitable), Securities or portions thereof tendered pursuant to the relevant Collateral Documents pending application pursuant to clause Asset Sale Offer, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price (including all accrued interest on the purchased Securities) of all Securities or portions thereof so accepted, (iii) above. In deliver or cause the event of depositary or Paying Agent to deliver to the transfer of substantially all Trustee Securities so accepted and (but not alliv) of deliver an Officers' Certificate identifying the property and assets of Securities or portions thereof accepted for payment by the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than Company in accordance with the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes terms of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate3.8. In additionThe depositary, the Fair Market Value of properties and assets of Paying Agent or the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted SubsidiaryCompany, as the case may be, promptly shall mail or deliver to each tendering Holder an amount equal to the purchase price (including all accrued interest on the purchased Securities) of the Securities tendered by such Holder and accepted by the Company for purchase, and the Trustee promptly shall authenticate and mail or deliver to such Holders a new Security equal in connection with principal amount to any Asset Sale, Collateral unpurchased portion of the Security surrendered. Any Securities not so accepted promptly shall be mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), Offer on the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will Payment Date. Other than as specifically provided in this Section 3.8, any offer to purchase Securities pursuant to this Section 3.8 shall be applied made in accordance with the other provisions of this Section 5.06 within the applicable time period from such conversion or disposition as set forth aboveIndenture.

Asset Sale Offer. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower Issuer will make an offer to prepay the Loans purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans Notes to be prepaidpurchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower Issuer will prepay purchase pursuant to an Asset Sale Offer from all accepting Lenders tendering Holders on a pro rata basis, that principal amount of Loans Notes to be prepaid purchased equal to such unapplied Net Cash Proceeds. The offer to prepay Loans purchase Notes pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower Issuer may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 3.9 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.063.9, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower Issuer shall deliver mail to each Lender Holder an Asset Sale Offer Notice, with a copy to the Administrative Agent Trustee and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay purchase the Loans Notes as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is deliveredmailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender Holders may elect to have its Loan prepaid tender their Notes in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies1,000 in exchange for cash. On the Asset Sale Offer Payment Date, the Borrower Issuer will, to the extent lawful, prepay : (1) accept for payment all Notes or portions thereof properly tendered pursuant to the relevant portion of each Loan as Asset Sale Offer; (2) deposit with the Paying Agent funds in an amount equal to which such the Asset Sale Offer has been Amount in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted on together with an Officers’ Certificate stating the terms specified in this Section 5.06(e)aggregate principal amount of Notes or portions thereof being purchased by the Issuer. To the extent Holders of Notes that Lenders accept are the subject of an Asset Sale Offer with respect to Loans (or portions thereof) properly tender and do not withdraw Notes in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower Issuer will prepay all applicable Loans purchase the Notes on a pro rata basis (based on amounts tendered). If only a portion of a Loan Note is prepaid purchased pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, not purchased will be issued in the name of such Lender the Holder thereof upon cancellation of the original Note theretofore held by such Lender(or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued. Notwithstanding anything to the contrary in this Section 5.063.9, at the BorrowerIssuer’s option, the Borrower Issuer may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) purchase from tendering Holders of Notes and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans Notes and Trade Payables) concurrently with any prepayment repurchase of Loans Notes with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans repurchase Notes is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans Notes to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Notes tendered in the relevant Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. To the extent that the aggregate amount of Loans prepaid Notes tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, Proceeds the Borrower Issuer may use any remaining Net Cash Proceeds: (i1) from any Asset Sale, for general corporate purposes of the Borrower Issuer and its Restricted Subsidiaries; (ii2) from any Collateral Asset Sale, for Replacement Collateral; and (iii3) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower Issuer shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii2) or (iii3) above. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws in connection with the purchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with Section 3.9(e), the Issuer will comply with these laws and regulations and will not be deemed to have breached its obligations under Section 3.9(e) by doing so. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower Issuer and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower Issuer or a Restricted Subsidiary) in a transaction permitted under Section 5.164.1, the Successor Borrower Issuer will be deemed to have sold the properties and assets of the Borrower Issuer and its Restricted Subsidiaries not so transferred for purposes of this Section 5.063.9, and will comply with the provisions of this Section 5.06 3.9 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower Issuer or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.063.9. If at any time any non-cash consideration received by the Borrower Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 3.9 within the applicable time period from such conversion or disposition as set forth above.

Asset Sale Offer. (i) To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss required to be applied are not applied as described in the respective foregoing paragraphs set forth above of this Section 3.7 on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Losstherefor, the election to apply), the Borrower will Company shall make an offer to prepay the Loans purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans Notes to be prepaidpurchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay Company shall purchase pursuant to an Asset Sale Offer from all accepting Lenders tendering Holders on a pro rata basis, that principal amount of Loans Notes to be prepaid purchased equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days . (ii) Each notice of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount shall be mailed first class, postage prepaid, to the Holders as of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 a date within 60 days following an such Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor AgentTrustee, offering to prepay purchase the Loans Notes as described above. Each notice of an Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereofamong other things, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice notice is deliveredmailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer NoticeOffer, each Lender Holders may elect to have its Loan prepaid tender their Notes in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. U.S.$1,000 in exchange for cash. (iii) On the Asset Sale Offer Payment Date, the Borrower willCompany shall, to the extent lawful, prepay : (A) accept for payment all Notes or portions thereof properly tendered pursuant to the relevant portion of each Loan as Asset Sale Offer; (B) deposit with the Paying Agent funds in an amount equal to which such the Asset Sale Offer has been Amount in respect of all Notes or portions thereof so tendered; and (C) deliver or cause to be delivered to the Trustee the Notes so accepted on together with an Officers’ Certificate stating the terms specified in this Section 5.06(e). aggregate principal amount of Notes or portions thereof being purchased by the Issuer. (iv) To the extent Holders that Lenders accept are the subject of an Asset Sale Offer with respect to Loans (or portions thereof) properly tender and do not withdraw Notes in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans Company shall purchase the Notes on a pro rata basis (based on amounts tendered). If only a portion of a Loan Note is prepaid purchased pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, not purchased shall be issued in the name of such Lender the Holder thereof upon cancellation of the original Note theretofore held by such Lender. Notwithstanding anything (or appropriate adjustments to the contrary amount and beneficial interests in this Section 5.06a Global Note shall be made, at as appropriate). All amounts under the Borrower’s option, Notes shall be applied to quarterly installments of principal payable under the Borrower may: Notes in inverse order of maturity. Notes (aor portions thereof) make any purchased pursuant to an Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, shall be cancelled and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; andcannot be reissued. (bv) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will shall be reset at zero. To the extent that the aggregate amount of Loans prepaid Notes tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, Proceeds the Borrower Company may use any remaining Net Cash Proceeds: (i) from any Asset Sale, Proceeds for general corporate purposes of the Borrower Company and its Restricted Subsidiaries;. (iivi) from The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event other applicable securities laws in connection with the purchase of Loss, for Replacement Collateral or Notes pursuant to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower To the extent that the provisions of any applicable securities laws or regulations conflict with Section 3.7(c), the Company shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable comply with these laws and regulations and shall not be deemed to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause have breached its obligations under this Section 3.7(c) by doing so. (iivii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower Company and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower Company or a Restricted Subsidiary) in a transaction permitted under Section 5.16Article IV, the Successor Borrower will Surviving Entity shall be deemed to have sold the properties and assets of the Borrower Company and its Restricted Subsidiaries not so transferred for purposes of this Section 5.063.7, and will shall comply with the provisions of this Section 5.06 3.7 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower Company or its Restricted Subsidiaries so deemed to be sold will shall be deemed to be Net Cash Proceeds for purposes of this Section 5.06. 3.7. (viii) If at any time any non-cash consideration received by the Borrower Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will shall be deemed to constitute an Asset Sale, Collateral Asset Sale or an Event of Loss hereunder and the Net Cash Proceeds thereof will shall be applied in accordance with this Section 5.06 3.7 within the applicable time period from such conversion or disposition as set forth above.

Asset Sale Offer. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss are not applied as described in the respective paragraphs set forth above on or prior to the last day (the “Asset Sale Offer Trigger Date”a) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower will make an offer to prepay the Loans (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to Within 15 days after an Asset Sale Offer from all accepting Lenders on a pro rata basisDate, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant the Company shall mail (with notice to the Trustee) or shall cause the Trustee to mail (in the Company's name and at its expense) notice of any Asset Sale Offer must to each Holder of Notes as set forth in Section 3.02. The Asset Sale Offer shall be mailed within 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 (the "Asset Sale Offer Period"). Promptly after the termination of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Period (the "Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that timePayment Date"), the entire amount of unapplied Net Cash ProceedsCompany shall purchase and mail or deliver payment for, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid or as selected by lot, from Holders tendering their Notes pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will Notes required to be reset at zero. To the extent that the aggregate amount of Loans prepaid purchased pursuant to Section 5.09. If an Asset Sale Offer Payment Date is less than on or after an interest payment record date and on or before the aggregate amount related Interest Payment Date, accrued interest will be paid to the Person in whose name a Note is registered at the close of unapplied Net Cash Proceedsbusiness on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to any such Asset Sale Offer. (b) On or before any Asset Sale Payment Date, the Borrower may use any remaining Net Cash Proceeds: Company, to the extent lawful, shall (i) from any Asset Sale, accept for general corporate purposes of the Borrower and its Restricted Subsidiaries; payment (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a pro rata basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise or as selected by lot) Notes or portions thereof tendered pursuant to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause , (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted, (iii) above. In deliver or cause the event of depositary or Paying Agent to deliver to the transfer of substantially all Trustee Notes so accepted and (but not alliv) of deliver an Officers' Certificate identifying the property and assets of Notes or portions thereof accepted for payment by the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than Company in accordance with the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes terms of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate3.04. In additionThe depositary, the Fair Market Value of properties and assets of Paying Agent or the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted SubsidiaryCompany, 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 accepted by the Company for purchase and the Trustee promptly shall authenticate and mail or deliver to any such Holder a new Note equal in connection with principal amount to any unpurchased portion of the Note surrendered by such 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 any Asset Sale, Collateral Sale Offer on the Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 within the applicable time period from such conversion or disposition as set forth abovePayment Date.

Asset Sale Offer. (i) To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale by the Borrower or Event of Loss any Restricted Subsidiary are not applied as described in the respective paragraphs paragraph set forth above on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in therefor, provided that the case aggregate amount of such Net Cash Proceeds not so applied and not previously the subject of an Event of LossAsset Sale Offer (at any time, the election to apply"Unapplied Net Cash Proceeds") is at least $5 million (such date, the "Asset Sale Offer Trigger Date"), the Borrower will make an offer to prepay an aggregate principal amount of the Loans (the “"Asset Sale Offer”), at a purchase price ") equal to such Unapplied Net Cash Proceeds (the "Asset Sale Offer Amount"). Such Asset Sale Offer shall be made at 100% of the principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereonthereon and all other amounts payable under Section 5.04 in connection therewith, to the date of purchase (the “Asset Sale Offer Amount”)prepayment. The Borrower will prepay pursuant to an Asset Sale Offer Loans from all Lenders accepting Lenders such Asset Sale Offer (the "Accepting Lenders") on a pro rata basis, that principal basis (based on the amount of Loans the Accepting Lenders have elected to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 millionhave prepaid). Pending application in accordance with this Section 5.06Section, Net Cash Proceeds amounts equal to the amount of such Asset Sale Offer will be invested in Cash Equivalents. Within 20 days following . (ii) To conduct an Asset Sale Offer Trigger DateOffer, the Borrower shall deliver to each Lender the Administrative Agent an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, Notice offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things matters specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the prepayment date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “"Asset Sale Offer Payment Date”"), which shall be no later than the fifth Business Day after receipt was due of the Lenders' election to have their Loans repaid in accordance with the following sentence. The Administrative Agent shall forward such Asset Sale Offer Notice to the Lenders within one Business Day following its receipt thereof. Upon receiving an Asset Sale Offer Notice, each Lender may elect elect, by notice to the Administrative Agent and the Borrower not later than five Business Days after receipt of the Asset Sale Notice, to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower Administrative Agent of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. Any Lender that does not deliver notice of its election to have its Loans repaid within five Business Days after receipt of the Asset Sale Notice, such Lender shall be deemed to have declined the Asset Sale Offer. (iii) On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e)Section. To the extent that the aggregate amount of Loans the Accepting Lenders accept an elected to have prepaid (the "Applicable Loans") exceeds the Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash ProceedsAmount, the Borrower will prepay all applicable the Applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Applicable Loans as to which such the Asset Sale Offer is accepted is less than such minimum amount. was accepted). (iv) Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. To the extent that the aggregate amount of Loans prepaid pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash ProceedsAsset Sale Offer Amount, the Borrower may use any remaining Net Cash Proceeds: (i) from any Asset Sale, Proceeds for general corporate purposes of the Borrower and its Restricted Subsidiaries;. (iiv) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 within the applicable time period from such conversion or disposition as set forth above.

Asset Sale Offer. To the extent all or a portion of the Any Net Cash Proceeds of any from Asset Sale, Collateral Asset Sale or Event of Loss Sales that are not applied or invested as described provided in the respective paragraphs set forth above on or prior second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds U.S.$5.0 million, within five days thereof, the Company will be required to the last day (the “make an Asset Sale Offer Trigger Date”) for to all holders of new notes and all holders of other Indebtedness that is pari passu with the application of such proceeds therefor (including new notes containing provisions similar to those set forth in the case indenture with respect to offers to purchase or redeem with the proceeds of an Event sales of Loss, assets to purchase the election to apply), maximum principal amount of new notes and such other pari passu Indebtedness that may be purchased out of the Borrower will make an Excess Proceeds at the offer to prepay price specified in the Loans (the “next sentence. The offer price in any Asset Sale Offer”), at a purchase price Offer will be equal to 100% of the principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on a pro rata basis, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceedspurchase, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 payable in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered)cash. If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Excess Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of Net Cash new notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the new notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of new notes pursuant to an Asset Sale Offer. To the extent that the aggregate amount provisions of Loans prepaid pursuant any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance. The agreements governing the Company’s other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale. The exercise by the holders of new notes of their right to require the Company to repurchase the new notes upon a Change of Control or an Asset Sale Offer is less than could cause a default under these other agreements, even if the aggregate amount Change of unapplied Net Cash ProceedsControl or Asset Sale itself does not, due to, for example, the Borrower may use any remaining Net Cash Proceeds: (i) from any Asset Sale, for general corporate purposes financial effect of such repurchases on the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property CollateralCompany. In the event any a Change of Control or Asset Sale Offer involves Net Cash Proceeds occurs at a time when the Company is prohibited under other agreements from any combination purchasing notes, the Company could seek the consent of an Asset Saleits senior lenders under such other agreements to the purchase of new notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain consent or repay those borrowings, Collateral Asset Sale or the Company will remain prohibited from purchasing notes. In that case, the Company’s failure to purchase tendered notes would constitute an Event of LossDefault under the indenture. Finally, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate Company’s ability to pay cash to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from holders of new notes upon a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will repurchase may be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received limited by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 within the applicable time period from such conversion or disposition as set forth aboveCompany’s then existing financial resources.

Asset Sale Offer. To the extent all or a portion of the Net Cash Proceeds of Payment for any Asset Sale, Collateral Asset Sale or Event of Loss are not applied as described Notes so purchased shall be made in the respective paragraphs set forth above same manner as interest payments are made. If the Purchase Date is on or prior to after an interest record date and on or before the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Lossrelated interest payment date, the election to apply), the Borrower will make an offer to prepay the Loans (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans to be prepaid, plus any accrued and unpaid interest thereon, shall be paid to the date Person in whose name a Note is registered at the close of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant business on such record date, and no additional interest shall be payable to an Asset Sale Offer from all accepting Lenders on a pro rata basis, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans Holders who tender Notes pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”)Offer. Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion commencement of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. To Company shall send, by first class mail, a notice to the extent that the aggregate amount of Loans prepaid pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Borrower may use any remaining Net Cash Proceeds: (i) from any Asset Sale, for general corporate purposes Trustee and each of the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset SaleHolders, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on with a basis proportionate copy to the aggregate Net Cash Proceeds from each Trustee. The notice shall contain all instructions and materials necessary to enable such event that gave rise Holders to tender Notes pursuant to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Asset Sale or Event Offer shall be made to all Holders. The notice, which shall govern the terms of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral 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 Event of Loss will remain as Collateral 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 relevant Collateral Documents pending application 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 clause (ii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were 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 Collateral Asset Sale, as appropriate. In additionPaying 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 Fair Market Value of properties and assets of depositary or the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted SubsidiaryPaying 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 Notes surrendered by Holders and Indebtedness that is 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 connection with any Asset Saledenominations of $1,000, Collateral or integral multiples thereof, shall be purchased); and (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or Event of Loss is converted into 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 sold or otherwise disposed of portions thereof were accepted for cash (other than interest received with respect to any non-cash consideration), payment by the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied Company in accordance with the terms of this Section 5.06 within 3.09. The Company, the applicable time period 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 conversion 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 disposition 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 set forth abovespecifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Asset Sale Offer. To If the extent all or a portion of the Net Cash Proceeds of Authority consummates any Asset SaleSales, Collateral Asset Sale or Event within five days of Loss are not applied as described in each date on which the respective paragraphs set forth above on or prior aggregate amount of Excess Proceeds exceeds $5.0 million, the Authority will, subject to the last day (the “Asset Sale Offer Trigger Date”) for the application second sentence of such proceeds therefor (including in the case of an Event of LossSection 16 hereof, the election to apply), the Borrower will make commence an offer to prepay all Holders of Notes (including any Additional Notes) and all holders of other Indebtedness that is pari passu with the Loans Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets or of an event of loss (the “a "Asset Sale Offer”"), as applicable, pursuant to Section 3.11 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness, as applicable, that may be purchased out of the Excess Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount of the Loans to be prepaid, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on a pro rata basissuch offer, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified procedures set forth in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zeroIndenture. To the extent that the aggregate amount of Loans prepaid Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Excess Proceeds, the Borrower Authority may use such deficiency for any remaining Net Cash 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: (i) from any Asset Sale, for general corporate purposes the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event subject of Loss, for Replacement Collateral or an offer to restore the relevant Collateral or Real Property Collateral. In the event any purchase will receive an Asset Sale Offer involves Net Cash Proceeds from the Authority prior to any combination related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of an Asset Sale, Collateral Asset Sale or an Event of Loss, Holder to Elect Purchase" on the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii) or (iii) above. In the event reverse of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 within the applicable time period from such conversion or disposition as set forth aboveNotes.

Asset Sale Offer. To If the extent all Company or a portion Restricted Subsidiary of the Net Cash Proceeds of any Company consummates an Asset Sale, Collateral any Net Proceeds from Asset Sale or Event of Loss Sales that are not applied or invested (by election or as described a result of the passage of time) as provided in Section 5.10(b) of the respective paragraphs set forth above on or prior Indenture shall be deemed to constitute Excess Proceeds. When the last day (aggregate amount of Excess Proceeds exceeds $10.0 million, within 10 Business Days thereof, the “Company will make an Asset Sale Offer Trigger Date”) to all Holders to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower will make an offer to prepay the Loans (the “Asset Sale Offer”), at a purchase price Offer shall be an amount in cash equal to 100% of the principal amount of the Loans to be prepaidthereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on a pro rata basis, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant subject to the Asset Sale Offer must be mailed within 20 Business Days right of Holders on the Asset Sale Offer Trigger Date. The Borrower mayrelevant record date to receive interest and Additional Interest, howeverif any, defer due on an Asset Sale Offer until there is an aggregate amount interest payment date falling on or prior to the date of unapplied Net Cash Proceeds from one or more Asset Salespurchase), Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified procedures set forth in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zeroIndenture. To the extent that the aggregate amount of Loans prepaid Notes tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Excess Proceeds, the Borrower Company and its Restricted Subsidiaries may use any remaining Net Cash Proceeds: (i) from Excess Proceeds for any Asset Sale, for general corporate purposes purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of LossExcess Proceeds, the remaining Net Cash Proceeds will Trustee shall select the Notes to be applied as set forth in the previous sentence purchased on a pro rata basis proportionate based upon principal balance of Notes surrendered, subject to the aggregate Net Cash Proceeds from each such event Applicable Procedures; provided, that gave rise to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration)such proration, the conversion Trustee may make such adjustments upward or disposition will downward and not exceeding $1,000 principal amount such that the unpurchased portion of any Note shall equal $2,000 principal amount or an integral multiple of $1,000 in excess thereof. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section 5.06 within the applicable time period from such conversion or disposition as set forth abovereset at zero.

Asset Sale Offer. (i) To the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Loss required to be applied are not applied as described in the respective foregoing paragraphs set forth above of this Section 3.7 on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Losstherefor, the election to apply), the Borrower will Company shall make an offer to prepay the Loans purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans Notes to be prepaidpurchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay Company shall purchase pursuant to an Asset Sale Offer from all accepting Lenders tendering Holders on a pro rata basis, that principal amount of Loans Notes to be prepaid purchased equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days . (ii) Each notice of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount shall be mailed first class, postage prepaid, to the Holders as of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to this Section 5.06 in accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 a date within 60 days following an such Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor AgentTrustee, offering to prepay purchase the Loans Notes as described above. Each notice of an Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereofamong other things, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice notice is deliveredmailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer NoticeOffer, each Lender Holders may elect to have its Loan prepaid tender their Notes in whole or in part in integral multiples of $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. U.S.$1,000 in exchange for cash. (iii) On the Asset Sale Offer Payment Date, the Borrower willCompany shall, to the extent lawful, prepay : (A) accept for payment all Notes or portions thereof properly tendered pursuant to the relevant portion of each Loan as Asset Sale Offer; (B) deposit with the Paying Agent funds in an amount equal to which such the Asset Sale Offer has been Amount in respect of all Notes or portions thereof so tendered; and (C) deliver or cause to be delivered to the Trustee the Notes so accepted on together with an Officers’ Certificate stating the terms specified in this Section 5.06(e). aggregate principal amount of Notes or portions thereof being purchased by the Issuer. (iv) To the extent Holders that Lenders accept are the subject of an Asset Sale Offer with respect to Loans (or portions thereof) properly tender and do not withdraw Notes in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans Company shall purchase the Notes on a pro rata basis (based on amounts tendered). If only a portion of a Loan Note is prepaid purchased pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, not purchased shall be issued in the name of such Lender the Holder thereof upon cancellation of the original Note theretofore held by such Lender. Notwithstanding anything (or appropriate adjustments to the contrary amount and beneficial interests in this Section 5.06a Global Note shall be made, at as appropriate). All amounts under the Borrower’s option, Notes shall be applied to semi-annual installments of principal payable under the Borrower may: Notes in inverse order of maturity. Notes (aor portions thereof) make any purchased pursuant to an Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, shall be cancelled and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; andcannot be reissued. (bv) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will shall be reset at zero. To the extent that the aggregate amount of Loans prepaid Notes tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, Proceeds the Borrower Company may use any remaining Net Cash Proceeds: (i) from any Asset Sale, Proceeds for general corporate purposes of the Borrower Company and its Restricted Subsidiaries;. (iivi) from The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event other applicable securities laws in connection with the purchase of Loss, for Replacement Collateral or Notes pursuant to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds will be applied as set forth in the previous sentence on a basis proportionate to the aggregate Net Cash Proceeds from each such event that gave rise to the Asset Sale Offer. The Borrower To the extent that the provisions of any applicable securities laws or regulations conflict with Section 3.7(c), the Company shall account for Net Cash Proceeds from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable comply with these laws and regulations and shall not be deemed to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause have breached its obligations under this Section 3.7(c) by doing so. (iivii) or (iii) above. In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower Company and its Restricted Subsidiaries as an entirety to a Person (other than the Borrower Company or a Restricted Subsidiary) in a transaction permitted under Section 5.16Article IV, the Successor Borrower will Surviving Entity shall be deemed to have sold the properties and assets of the Borrower Company and its Restricted Subsidiaries not so transferred for purposes of this Section 5.063.7, and will shall comply with the provisions of this Section 5.06 3.7 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair Market Value of properties and assets of the Borrower Company or its Restricted Subsidiaries so deemed to be sold will shall be deemed to be Net Cash Proceeds for purposes of this Section 5.06. 3.7. (viii) If at any time any non-cash consideration received by the Borrower Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale, Collateral Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will shall be deemed to constitute an Asset Sale, Collateral Asset Sale or an Event of Loss hereunder and the Net Cash Proceeds thereof will shall be applied in accordance with this Section 5.06 3.7 within the applicable time period from such conversion or disposition as set forth above.

Asset Sale Offer. To If the extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Company determines to make an Asset Sale Offer, the Company shall promptly mail (with notice to the Trustee) or Event of Loss are not applied as described shall cause the Trustee to promptly mail (in the respective paragraphs Company's name and at its expense) notice of an Asset Sale Offer to each Holder of Securities as set forth above in Section 3.3(b). The Asset Sale Offer shall be deemed to have commenced on the date of such mailing and shall terminate 30 days after its commencement unless a longer offering period is required by law (the "Asset Sale Offer Period"). On or prior to the last day (fifth Business Day following the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower will make an offer to prepay the Loans (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on a pro rata basis, that principal amount of Loans to be prepaid equal to such unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days termination of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Period (the "Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that timePayment Date"), the entire amount of unapplied Net Cash ProceedsCompany shall purchase, or cause the Trustee to purchase, and not just the amount in excess of $10 millionmail or deliver payment for, will be applied as required pursuant to this Section 5.06 in accordance selected by lot (with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than adjustments as may be required deemed appropriate by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid Company so that only Securities in whole denominations of $1,000 or in part in integral multiples of $1,000thereof shall be purchased), and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan to which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this Section 5.06(e). To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may: (a) make any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro rata basis to holders of other Senior Indebtedness, and thereby prepay Loans (as applicable) and purchase or prepay holders of such other Senior Indebtedness on a pro rata basis; and (b) apply Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently repay or repurchase Permitted Secured Obligations (other than the Loans and Trade Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds Holders tendering their Securities pursuant to the relevant Asset Sale Offer so long as the minimum portion of the Net Cash Proceeds applied to prepay Loans is not less than the amount of such Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal amount of the Loans to (ii) the outstanding principal amount of Permitted Secured Obligations (excluding Trade Payables) except if and only to the extent that the principal amount of Loans as to which such Asset Sale Offer is accepted is less than such minimum amount. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds Securities required to be purchased pursuant to Section 4.8. If the Asset Sale Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be reset paid to the person in whose name a Security is registered at zero. To the extent that the aggregate amount close of Loans prepaid pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceedsbusiness on such record date, the Borrower may use any remaining Net Cash Proceeds: (i) from any Asset Sale, for general corporate purposes of the Borrower and its Restricted Subsidiaries; (ii) from any Collateral Asset Sale, for Replacement Collateral; and (iii) from any Event of Loss, for Replacement Collateral or to restore the relevant Collateral or Real Property Collateral. In the event any Asset Sale Offer involves Net Cash Proceeds from any combination of an Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash Proceeds no additional interest will be applied as set forth in the previous sentence on a basis proportionate payable to the aggregate Net Cash Proceeds from each such event that gave rise Holders who tender Securities pursuant to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds from a Collateral Any Asset Sale Offer shall be conducted in compliance with applicable tender offer rules, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder. On or Event of Loss separately from Net Cash Proceeds from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral before any Asset Sale Payment Date, the Company, to the extent lawful, shall (i) accept for payment, as selected by lot (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000 or Event of Loss will remain as Collateral integral multiples thereof shall be purchased), Securities or portions thereof tendered pursuant to the relevant Collateral Documents pending application pursuant to clause Asset Sale Offer, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price (including all accrued interest on the purchased Securities) of all Securities or portions thereof so accepted, (iii) above. In deliver or cause the event of depositary or Paying Agent to deliver to the transfer of substantially all Trustee Securities so accepted and (but not alliv) of deliver an Officers' Certificate identifying the property and assets of Securities or portions thereof accepted for payment by the Borrower and its Restricted Subsidiaries as an entirety to a Person (other than Company in accordance with the Borrower or a Restricted Subsidiary) in a transaction permitted under Section 5.16, the Successor Borrower will be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes terms of this Section 5.06, and will comply with the provisions of this Section 5.06 with respect to the deemed sale as if it were an Asset Sale or a Collateral Asset Sale, as appropriate3.8. In additionThe depositary, the Fair Market Value of properties and assets of Paying Agent or the Borrower or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this Section 5.06. If at any time any non-cash consideration received by the Borrower or any Restricted SubsidiaryCompany, as the case may be, promptly shall mail or deliver to each tendering Holder an amount equal to the purchase price (including all accrued interest on the purchased Securities) of the Securities tendered by such Holder and accepted by the Company for purchase, and the Trustee promptly shall authenticate and mail or deliver to such Holders a new Security equal in connection with principal amount to any Asset Sale, Collateral unpurchased portion of the Security surrendered. Any Securities not so accepted promptly shall be mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale or Event of Loss is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), Offer on the conversion or disposition will be deemed to constitute an Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash Proceeds thereof will Payment Date. Other than as specifically provided in this Section 3.8, any offer to purchase Securities pursuant to this Section 3.8 shall be applied made in accordance with the other provisions of this Section 5.06 within the applicable time period from such conversion or disposition as set forth aboveIndenture.