Common use of Asset Sale Clause in Contracts

Asset Sale. (i) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company Borrower or the applicable such Restricted Subsidiary, as the case may be, may apply receives consideration at the time of such Net Proceeds:Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale and (ii) at least 75% of the aggregate consideration paid to the Borrower or such Restricted Subsidiary in connection with such Asset Sale and all other Asset Sales since the date hereof, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to asset swaps), the assumption by the purchaser of liabilities of the Borrower (other than liabilities of the Borrower that are by their terms subordinated to the Loans) or liabilities of any Guarantor that made such Asset Sale (other than liabilities of a Guarantor that are by their terms subordinated to such Guarantor’s Guarantee), in each case as a result of which the Borrower and its remaining Restricted Subsidiaries are no longer liable for such liabilities, or, solely in the case of any Asset Sale of Midstream Assets, Permitted MLP Securities. (1b) The Net Available Cash from Asset Sales by the Borrower or a Restricted Subsidiary may be applied by the Borrower or such Restricted Subsidiary, to repay the extent the Borrower or such Restricted Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company Borrower or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary;), to (3i) to make a capital expenditure for the Company or repay any Indebtedness of the Restricted SubsidiariesBorrower other than Subordinated Indebtedness; or (4ii) to acquire other assets that are not classified as current assets under GAAP and that are used reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Borrower or useful another Restricted Subsidiary) or make capital expenditures in the Borrowers’ Permitted Oil and Gas Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (iic) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending applied to prepay the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise Loans in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”2.03(c); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. (i) Within 360 365 days after the Borrower’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Borrower or such Restricted Subsidiary may apply the Net Proceeds from an such Asset Sale (includingSale, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceedsat its option: (1) to repay (w) Indebtedness of the Company or the Restricted Subsidiaries, including Loans constituting First-Priority Lien Obligations and permanent reductions of Obligations other Pari Passu Indebtedness that is secured by a Lien permitted under any other Credit Facility this Agreement (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (y) Obligations under the Loans or (z) other Pari Passu Indebtedness (provided that if the Borrower or any Subsidiary Guarantor shall so reduce Obligations under Pari Passu Indebtedness that does not constitute First-Priority Lien Obligations, the Borrower will repay the Loans pursuant to Section 2.14 or reduce Loans pursuant to Section 9.06(f) (provided that such repayments are at or above 100% of the principal amount thereof or, in the event that the Loans were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to repay Loans at par or, in the event that the Loans were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest on the pro rata principal amount of Loans), in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower); (2) to acquire all make an Investment in any one or substantially all more businesses (provided that if such Investment is in the form of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital StockStock of a Person, such Permitted Business is or becomes acquisition results in such Person becoming a Restricted Subsidiary;Subsidiary of the Borrower), assets, or property or capital expenditures, in each case (x) used or useful in a Similar Business or (y) that replaces the properties and assets that are the subject of such Asset Sale; or (3) to make invest in Additional Assets. In the case of clause (2) above, a capital expenditure for the Company or any binding commitment shall be treated as a permitted application of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in Net Proceeds from the Borrowers’ Permitted Businessdate of such commitment until the 18-month anniversary of the date of the receipt of such Net Proceeds; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are subsequently applied in accordance with so applied, then such contract Net Proceeds shall constitute Excess Proceeds unless the Borrower or such Restricted Subsidiary of the Borrower enters into another binding commitment (a “Second Commitment”) within one year and six months following the date 180 days of such cancellation or termination of the prior binding commitment; provided, further, that the Borrower or such Restricted Subsidiary of the Borrower may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. In Sale and to the event any extent such contract Second Commitment is later cancelled or terminated for any reason before the such Net Proceeds are applied in connection therewithor are not applied within 180 days of such Second Commitment, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth belowProceeds. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to repay Loans, as described in clause (i)(1) of Section 2.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,00050,000,000, the Borrowers shall, within ten (10) Business Days thereof, Borrower shall make an offer to all Lenders (and, at the option of the Borrower, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) Indebtedness), that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the Loans or such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Pari Passu ObligationsIndebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu ObligationsIndebtedness), to the date fixed for the closing of such offer. (iii) . To the extent that the aggregate amount of Loans (and such Pari Passu ObligationsIndebtedness) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers Borrower may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreementsthis Agreement. If the aggregate principal amount of Loans (and other such Pari Passu ObligationsIndebtedness) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations Indebtedness based on the accreted value or principal amount of the Loans or such Pari Passu Obligations Indebtedness accepted for repayment or tendered. Upon completion of each any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iviii) Pending the final application of any such Net Proceeds under clause (i) or (iiipursuant to this Section 2.06(b), the Company Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce outstanding Indebtedness under a revolving credit Indebtedness of the Parentfacility, the Borrowers, any Restricted Subsidiary or any Other Guarantorif any, or otherwise invest the such Net Proceeds in cash and Cash Equivalentsany manner not prohibited by this Agreement. (viv) The Administrative Within ten Business Days of any date on which the aggregate amount of Excess Proceeds exceeds $50,000,000, the Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 9.02 with the following information: (1) that the Borrowers are Borrower is making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly Indebtedness property accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the BorrowersBorrower; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers Borrower to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations Indebtedness accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii2.06(b)(ii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. (i) Within 360 days after Not later than the third Business Day following receipt of any Net Cash Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of shall prepay outstanding Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest Net Cash Proceeds received with respect thereto (or, in respect subject to the provisions regarding application of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligationsprepayments set forth below), provided that no such prepayment shall be required hereunder unless, and only to the date fixed for the closing of such offer. (iii) To the that extent that that, the aggregate amount Net Cash Proceeds of Loans (and such Pari Passu Obligations) accepted for repayment Asset Sales during any four fiscal quarter period exceed $50,000,000; provided, further, that no mandatory prepayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the reduction in Aggregate Revolving Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds Commitment shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b2.7(b)(iii) on account of such Net Cash Proceeds if, and that all to the extent that, the Company notifies the Agent in writing within three Business Days following receipt of such Net Cash Proceeds of its or its Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or Property to be used in its business within 120 days following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such 120-day period to be treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and other applicable Pari Passu Obligations properly accepted for repayment the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans, in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the premium. On each date on which a prepayment of Revolving Loans under this Section 2.7(b)(iii) is required, or would be required but for the fact that no Revolving Loans are then outstanding: (A) the Aggregate Revolving Loan Commitment shall be reduced, ratably among the Revolving Lenders, in an amount equal to the total amount of the required prepayment, regardless of whether sufficient Revolving Loans are outstanding for such notice is delivered amount to be applied as a prepayment; (B) if, after giving effect the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment reduction required pursuant to clause (A) above, the Asset Sale Offer will cease to accrue interest on aggregate undrawn stated amount under all Facility LCs outstanding at such time exceeds the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify Aggregate Revolving Loan Commitment, the Administrative Agent prior Company shall pay to the close of business on Agent an amount equal to such excess, which funds shall be held in the third Business Day preceding Facility LC Collateral Account for so long as such excess shall exist, subject to Section 8.1 in the Asset Sale Offer Payment Date; event that a Default shall have occurred and be continuing; and (6C) that Lenders will be entitled the Company shall deliver to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter certificate signed by a Financial Officer setting forth in reasonable detail the name calculation of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow such prepayment and/or reduction in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defectAggregate Revolving Loan Commitment.

Asset Sale. The Company and the Guarantors shall not, and neither (ia) Within 360 the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In Sale to the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are extent not applied in connection therewithaccordance with paragraph (b) below, to the (i) optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then such Net Proceeds must be applied as set forth herein and, if such termination outstanding or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided repurchase of the Notes and within such other Indebtedness ranking on a parity with the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When Notes and with similar provisions requiring the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the “"Asset Sale Offer”") to all Lenders (and all holders at a purchase price of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser priceand Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale; or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in fixed assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Guarantor in a Related Business) which in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or Indebtedness outstanding under the Credit Facility, and to permanently reduce (in the case of Indebtedness that is not such Purchase Money Indebtedness) the amount of such Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph (b) of Section 4.11 of the Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), except that, in the case of clause (b)(i), only proceeds from an Asset Sale of assets or capital stock of a Foreign Subsidiary may be invested in a Foreign Subsidiary; (2) at least 85% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale; (4) the Company's Board of Directors determines in good faith that the Company or such Subsidiary receives, as applicable, fair market value for such Asset Sale; and (5) if such Asset Sale involves the disposition of Collateral, the Company or such Subsidiary, as applicable, has complied with the provisions described under Section 11.9 of the Indenture. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture. Until so applied, such Net Cash Proceeds shall constitute Collateral under this Indenture and the Collateral Agreements. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied as set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceed $10,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days or such longer period as may be provided for required by law following its commencement (the terms "Asset Sale Offer Period"). Upon expiration of such Pari Passu Obligations)the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for purchase of all Indebtedness properly tendered in accordance with the closing of such offer. provisions hereof (iiion a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Loans (Notes and such Pari Passu Obligations) accepted for repayment or other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Borrowers Company may use any remaining Excess Net Cash Proceeds for any purpose that is not prohibited general corporate purposes as otherwise permitted by the Loan Documents; provided that pending any such application, Indenture and following the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion consummation of each Asset Sale Offer, Offer the amount of Excess Proceeds amount shall be reset at to zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. (i) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer, but excluding an Asset Sale involving a Vessel that is permitted under this Agreement, which shall be subject to the provisions of Section 2.06(b)(ii), the Parent), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted SubsidiariesIndebtedness, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided . (ii) Within 180 days of any sale, lease (except under an Internal Charter, Drilling Contract or Permitted Third Party Charter), conveyance or other disposition of any Vessel or any right to a Vessel or a construction contract respecting the construction of a Vessel, in each case (other than a Deepwater Vessel or that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parentotherwise not prohibited under this Agreement), the Company or any the applicable Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and must reinvest such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth belowa Vessel. (iiiii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) . To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iiiii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (iiiii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii2.06(b)(ii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. Subject to certain exceptions set forth in the Indenture, the Issuers shall not, and shall not permit any Restricted Subsidiary to, make any Asset Sale unless: (i) Within 360 days after such Issuer or such Restricted Subsidiary receives consideration at the receipt time of any Net Proceeds from an such Asset Sale not less than the fair market value of the assets subject to such Asset Sale (includingas determined by the Company's Managers in good faith); (ii) at least 75% of the consideration for such Asset Sale is in the form of either (a) cash or Cash Equivalents or liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of such assets (provided, without limitationthat following such Asset Sale, an Involuntary Transfer), the Parent, there is no further recourse to the Company or the applicable Restricted SubsidiarySubsidiaries or the Company and the Restricted Subsidiaries are fully indemnified with respect to such liabilities; provided, as further, that the case may be75% limitation set forth in this clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an independent certified accounting firm has certified to the Managers of the Company and the Trustee that the after-tax cash portion of the consideration to be received by the Company or such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the net after-tax cash proceeds would have been had such proposed Asset Sale complied with the 75% limitation set forth in this clause (ii) of this paragraph), may apply or (b) assets of the type described in clause (iii)(a) below; and (iii) within 360 days of such Asset Sale, the Net Proceeds: Proceeds thereof are (1a) invested in assets related to repay Indebtedness the business of the Company or the Restricted SubsidiariesSubsidiaries (which, including Loans and permanent reductions in the case of an Asset Sale of the Diamond Jo or any replacement Gaming Vessel (a "Replacement Vessel"), xxxx be a Gaming Vessel having a fair market value, as determined by an independent appraisal, at least equal to the fair market value of the Diamond Jo or such Replacement Vessel immediately preceding such Xxxxx Xxle), (b) applied to repay Indebtedness under Purchase Money Obligations incurred in connection with the assets so sold, (c) applied to repay Indebtedness under any other the Senior Credit Facility (and, if and permanently reduce the commitment thereunder in the amount of the Indebtedness so repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); or (2d) to acquire all or substantially all of the assets ofextent not used as provided in clauses (a), (b), or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is (c) or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company this paragraph or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days combination thereof, applied to make an offer to purchase Notes as described below (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the an "Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereofOffer"); provided, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant Company shall not be required to make an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, until the amount of Excess Proceeds shall be reset at zerois greater than $10,000,000. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. (i) Within 360 days after Not later than the third Business Day following receipt of any Net Cash Proceeds from an of any Asset Sale (including, without limitation, an Involuntary Transferother than the divestiture of the Electrical Business Segment of the Company and its Subsidiaries), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Borrowers shall prepay outstanding Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest Net Cash Proceeds received with respect thereto (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), subject to the date fixed for the closing provisions regarding application of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documentsprepayments set forth below); provided that pending any no such applicationprepayment shall be required hereunder unless, and only to that extent that, the proceeds aggregate Net Cash Proceeds of Asset Sales during any fiscal year exceed 5% of Consolidated Assets (measured as of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment last day of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offermost recently completed fiscal year); provided, the amount of Excess Proceeds further, that no mandatory prepayment shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b2.7(b)(iii) on account of such Net Cash Proceeds if, and that all to the extent that, the Company notifies the Agent in writing within three Business Days following receipt of such Net Cash Proceeds of its or its Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or Property to be used in its business within 120 days following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such 120-day period to be treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and not withdrawn pursuant fourth to Revolving Loans that are Eurocurrency Loans (but without, in any such Asset Sale Offer will be repaid by case, any reduction of the Borrowers; (2) the repayment dateAggregate Revolving Loan Commitment), which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the paymenteach case, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue together with accrued interest on the Asset Sale Offer Payment Date; (5Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) that Lenders electing shall be subject to have the payment of any Loans repaid funding indemnification amounts required by Section 3.4, but without penalty or premium. Notwithstanding the foregoing, so long as no Default has occurred and is then continuing and at the Company’s option, the Agent shall hold all prepayments pursuant to an Asset Sale Offer will this clause (iii) to be required applied to notify Eurocurrency Loans in escrow for the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date benefit of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, Lenders and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein Agent shall release such amounts upon the earlier of (1) thirty days after the date of such prepayment (provided that the Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of the Interest Periods applicable to any such Eurocurrency Loans being prepaid, (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to be prepaid upon such release from escrow shall not be included in any Lender fails to receive calculation of Consolidated Indebtedness from and after the date such notice or funds are placed in escrow; provided, however, that upon the occurrence and continuance of a Lender receives such notice but it is defectiveDefault, such Lender’s failure escrowed amounts may be applied to receive such notice or such defect Eurocurrency Loans without regard to the expiration of any Interest Period and the Borrowers shall not affect the validity of the proceedings for the repayment of the Loans as to make all other Lenders that properly received such notice without defectpayments under Section 3.4 resulting therefrom.

Asset Sale. Subject to certain exceptions set forth in the Indenture, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of related transactions, make any Asset Sale unless: (i) Within 360 days after at least 75% of the receipt total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and (ii) the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary shall receive, as applicable, fair market value for such Asset Sale. For purposes of clause (i) of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Net Proceeds from an Asset Sale Indebtedness or other liabilities (including, without limitation, an Involuntary Transfer), other than Indebtedness or liabilities that are by their terms subordinated to the Parent, Notes and the Company Guarantees) of the Issuers or such Subsidiary that are assumed by the applicable Restricted Subsidiary, transferee of any such assets so long as the case may be, may apply documents governing such Net Proceeds: (1) liabilities provide that there is no further recourse to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company Issuers or any of the Restricted Subsidiaries; or Subsidiaries with respect to such liabilities and (4b) to acquire fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are not classified as current assets under GAAP and that are used converted into cash or useful in Cash Equivalents within 30 days after the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received. In the event any Within 360 days following such contract is later cancelled or terminated for any reason before Asset Sale, the Net Cash Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein andtherefrom (the “Asset Sale Amount”), if such termination or cancellation occurs later than the 360-day periodused, shall constitute Excess Proceeds as set forth below. be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) Any used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property the “Related Business Assets”); or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c). The accumulated Net Cash Proceeds from Asset Sale that are Sales not applied as provided and within the time period set forth in clause (ia), (b) or (c) of this Section 2.06(bthe immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) will or (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof. When the aggregate amount of Excess Proceeds exceeds equal or exceed $20,000,0005,000,000, the Borrowers shallIssuers shall offer to repurchase the Notes, within ten (10) Business Days thereof, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the “Asset Sale Offer”) to all Lenders (and all holders at a purchase price of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus (or accreted value in the case of Indebtedness issued with an original issue discount) to the Asset Sale Purchase Date (as defined below) (the “Asset Sale Offer Price”) together with accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser priceand Liquidated Damages, if any) to the Asset Sale Purchase Date. In order to effect the Asset Sale Offer, as may be provided for the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the “Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the terms of such Pari Passu Obligations)Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the date fixed for Excess Proceeds (the closing “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of such offer. all Indebtedness properly tendered in the Asset Sale Offer (iiion a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Loans (Notes and such Pari Passu Obligations) accepted for repayment or other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Borrowers Issuers may use any remaining Excess Net Cash Proceeds for any purpose that is not prohibited as otherwise permitted by the Loan Documents; provided that pending any such application, Indenture. Following the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion consummation of each Asset Sale OfferOffer in accordance with the provisions of the Indenture, the amount of Excess Proceeds amount shall be reset at to zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i) Within 360 days after the receipt consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Indebtedness of the Company or any Net Proceeds from an Asset Sale Restricted Subsidiary (including, without limitation, an Involuntary Transferother than Indebtedness to the Company or any Restricted Subsidiary), PROVIDED that the ParentCompany or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of additional Indebtedness pursuant Section 4.07 of the Indenture and (ii) the Company or the applicable Restricted Subsidiary, as the case may be, may receives assets at the time of such Permitted Asset Swap of a value at least equal to the fair market value of the assets or other property sold or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction contemplated thereby). Within twelve months after the receipt of any Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to such Net Proceeds: (1) Cash Proceeds to permanently repay Senior Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions any Subsidiary Guarantor or Indebtedness of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) , in each case owing to make a capital expenditure for Person other than the Company or any of the its Restricted Subsidiaries; or or (4B) invest an equal amount, or the amount not so applied pursuant to acquire other assets that are not classified as current assets under GAAP and that are used clause (A) (or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if enter into a bona fide binding contract definitive agreement committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person so invest within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six 12 months following after the date of such Asset Sale. In agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the event any nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs investment and (ii) apply (no later than the 360end of the 12-day period, shall constitute Excess month period referred to in clause (i)(B)) such excess Net Cash Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are to the extent not applied pursuant to clause (i)) as provided and within in the time following paragraph of this paragraph 8(b). The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of this Section 2.06(b) will the preceding sentence and not applied as so required by the end of such period shall constitute “"Excess Proceeds.” When " If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $20,000,00010.0 million (or at least $25 million in the event that at such time there is no Indebtedness of the Company or its Restricted Subsidiaries outstanding that is PARI PASSU with or subordinated in right of payment to the Notes with a comparable limitation of less than $25 million), the Borrowers shallCompany must commence, within ten (10) not later than the fifteenth Business Days thereofDay of such month, make and consummate an offer (Offer to Purchase from the “Asset Sale Offer”) to all Lenders Holders (and all if required by the terms of any Pari Passu Indebtedness, from the holders of other such Pari Passu Obligations containing provisions similar to this Section 2.06(b)Indebtedness) to repay the maximum on a PRO RATA basis an aggregate principal amount of Loans Notes (and such other Pari Passu ObligationsIndebtedness) that may be repaid out of equal to the Excess Proceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (orPLUS, in respect of such Pari Passu Obligationseach case, such lesser priceaccrued interest and Additional or Special Interest, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral AgreementsPayment Date. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans Notes and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed reset to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defectzero.

Asset Sale. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (i) Within 360 days after in the receipt case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Net Proceeds from an Asset Sale (includingEquity Interests of any Subsidiary or Unrestricted Subsidiary of the Company, without limitation, an Involuntary Transfer), the Parent, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the applicable Restricted Subsidiaryissuance, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness sale or transfer of Equity Interests by a Subsidiary or Unrestricted Subsidiary of the Company or the Restricted SubsidiariesCompany, and including Loans any sale and permanent reductions of Obligations under any other Credit Facility leaseback transaction (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or foregoing, an "Asset Sale"), unless (4l)(a) to acquire other assets that the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person applied within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following 365 days after the date of such Asset Sale. In , to the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are extent not applied in accordance with paragraph (b) below, to the (i) optional redemption of the Notes in accordance with the terms of the Indenture and other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding or (ii) repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in assets and property (other than notes, bonds, obligations and securities, except in connection therewithwith the acquisition of a Wholly Owned Subsidiary that immediately becomes a Guarantor in a Related Business) which will constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Senior Debt and to permanently reduce the amount of such Senior Debt outstanding on the Issue Date or permitted pursuant to paragraphs (b) and (c) of Section 4.11 of the Indenture (including that in the case of a revolver or similar arrangement that makes credit available, then such Net Proceeds must commitment is so permanently reduced by such amount); provided, however, that with respect to any Asset Sale occurring during 2001, the Asset Sale Offer Amount received therefrom may be applied as set forth herein andprovided in (a) or (b) above at any time prior to December 31, if such termination or cancellation occurs later than the 360-day period2002, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from and any Asset Sale Offer made in accordance with (a)(ii) above may be made at any time prior to December 1, 2002, (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, provided, that up to one-third of such 75% may consist of notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 365 days after receipt, which shall constitute Net Cash Proceeds attributable to the original Asset Sale for which such notes or other obligations were received, and provided further that any Indebtedness of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet), other than Subordinated Indebtedness, that is assumed by the transferee of any such assets shall constitute cash for purposes hereof, so long as the Company and all of its Subsidiaries are fully and unconditionally released therefrom, and (3) the Company or such Subsidiary, as applicable, receives fair market value for such Asset Sale, such determination to be made in good faith by the Board of Directors of the Company for Asset Sales exceeding $25,000,000. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied as provided to the uses and within in the time period periods set forth in clause 1(a)(i) or 1(b) above (i) of this Section 2.06(b) will constitute “the "Excess Proceeds.” When the aggregate amount of Excess Proceeds ") exceeds $20,000,00010,000,000 and that each Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Borrowers shall, within ten (10) Business Days thereof, make an offer (Company shall apply the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in Offer Amount plus an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser priceand Liquidated Damages, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for purchase of all Indebtedness properly tendered in accordance with the closing of such offer. provisions hereof (iiion a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Loans (Notes and such Pari Passu Obligations) accepted for repayment or other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Borrowers Company may use any remaining Excess Net Cash Proceeds for any purpose that is not prohibited general corporate purposes as otherwise permitted by the Loan Documents; provided that pending any such application, Indenture and following the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion consummation of each Asset Sale Offer, Offer the amount of Excess Proceeds amount shall be reset at to zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (i) Within 360 days after in the receipt case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Net Proceeds from an Asset Sale (includingEquity Interests of any Subsidiary of the Company, without limitation, an Involuntary Transfer), the Parent, whether by the Company or one of its Subsidiaries or through the applicable Restricted Subsidiaryissuance, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness sale or transfer of Equity Interests by a Subsidiary of the Company or the Restricted SubsidiariesCompany, and including Loans any sale and permanent reductions of Obligations under any other Credit Facility leaseback transaction (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or foregoing, an "Asset Sale"), unless (4l)(a) to acquire other assets that the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person applied within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following 365 days after the date of such Asset Sale. In , to the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are extent not applied in accordance with paragraph (b) below, to the (i) optional redemption of the Notes in accordance with the terms of the Indenture and other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding or (ii) repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in fixed assets and property (other than notes, bonds, obligations and securities, except in connection therewithwith the acquisition of a Guarantor in a Related Business) which in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or Senior Debt, then the terms of which require retirement upon such Asset Sale, on a pro rata basis, and to permanently reduce (in the case of Senior Debt that is not such Purchase Money Indebtedness) the amount of such Senior Debt outstanding on the Issue Date or permitted pursuant to paragraphs (a) and (b) of Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), except that, in the case of each of the provisions of clauses (a) and (b), only proceeds from an Asset Sale of assets or capital stock of a Foreign Subsidiary may be invested in or used to retire Indebtedness of a Foreign Subsidiary; (2) at least 85% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Company's Board of Directors determines in good faith that the Company or such Subsidiary receives, as applicable, fair market value for such Asset Sale. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds must be from Asset Sales not applied as set forth herein and, if such termination in 1(a)(i) or cancellation occurs later than 1(b) above (the 360-day period, shall constitute "Excess Proceeds as set forth below. (iiProceeds") Any Net Proceeds from any exceed $10,000,000 and that each Asset Sale that are not applied Offer shall remain open for 20 Business Days or such longer period as provided and within may be required by law following its commencement (the time period set forth in clause (i) "Asset Sale Offer Period"). Upon expiration of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000Asset Sale Offer Period, the Borrowers shall, within ten (10) Business Days thereof, make an offer (Company shall apply the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in Offer Amount plus an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser priceand Liquidated Damages, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for purchase of all Indebtedness properly tendered in accordance with the closing of such offer. provisions hereof (iiion a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Loans (Notes and such Pari Passu Obligations) accepted for repayment or other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Borrowers Company may use any remaining Excess Net Cash Proceeds for any purpose that is not prohibited general corporate purposes as otherwise permitted by the Loan Documents; provided that pending any such application, Indenture and following the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion consummation of each Asset Sale Offer, Offer the amount of Excess Proceeds amount shall be reset at to zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

Asset Sale. The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i) Within 360 days after the receipt consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Indebtedness of the Company or any Net Proceeds from an Asset Sale Restricted Subsidiary (including, without limitation, an Involuntary Transferother than Indebtedness to the Company or any Restricted Subsidiary), PROVIDED that the ParentCompany or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of additional Indebtedness pursuant Section 4.07 of the Indenture and (ii) the Company or the applicable Restricted Subsidiary, as the case may be, may receives assets at the time of such Permitted Asset Swap of a value at least equal to the fair market value of the assets or other property sold or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction contemplated thereby). Within twelve months after the receipt of any Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i)(A) apply an amount equal to such Net Proceeds: (1) Cash Proceeds to permanently repay Senior Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions any Subsidiary Guarantor or Indebtedness of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) , in each case owing to make a capital expenditure for Person other than the Company or any of the its Restricted Subsidiaries; or EXHIBIT 4.9 or (4B) invest an equal amount, or the amount not so applied pursuant to acquire other assets that are not classified as current assets under GAAP and that are used clause (A) (or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if enter into a bona fide binding contract definitive agreement committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person so invest within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six 12 months following after the date of such Asset Sale. In agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the event any nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs investment and (ii) apply (no later than the 360end of the 12-day period, shall constitute Excess month period referred to in clause (i)(B)) such excess Net Cash Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are to the extent not applied pursuant to clause (i)) as provided and within in the time following paragraph of this paragraph 8(b). The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of this Section 2.06(b) will the preceding sentence and not applied as so required by the end of such period shall constitute “"Excess Proceeds.” When " If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $20,000,00010.0 million (or at least $25 million in the event that at such time there is no Indebtedness of the Company or its Restricted Subsidiaries outstanding that is PARI PASSU with or subordinated in right of payment to the Notes with a comparable limitation of less than $25 million), the Borrowers shallCompany must commence, within ten (10) not later than the fifteenth Business Days thereofDay of such month, make and consummate an offer (Offer to Purchase from the “Asset Sale Offer”) to all Lenders Holders (and all if required by the terms of any Pari Passu Indebtedness, from the holders of other such Pari Passu Obligations containing provisions similar to this Section 2.06(b)Indebtedness) to repay the maximum on a PRO RATA basis an aggregate principal amount of Loans Notes (and such other Pari Passu ObligationsIndebtedness) that may be repaid out of equal to the Excess Proceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (orPLUS, in respect of such Pari Passu Obligationseach case, such lesser priceaccrued interest and Additional or Special Interest, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral AgreementsPayment Date. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans Notes and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed reset to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defectzero.

Asset Sale. (i) Within 360 days after Not later than the third Business Day following receipt of any Net Cash Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of shall prepay outstanding Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest Net Cash Proceeds received with respect thereto (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), subject to the date fixed for the closing provisions regarding application of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documentsprepayments set forth below); provided that pending any no such applicationprepayment shall be required hereunder unless, and only to that extent that, the proceeds aggregate Net Cash Proceeds of Asset Sales during any four fiscal quarter period exceed 5% of Consolidated Assets (measured as of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment last day of the Loans and any other tendered Pari Passu Obligations based on the accreted value most recently completed fiscal quarter); provided, further, that no mandatory prepayment or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds reduction in Aggregate Revolving Loan Commitment shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b2.7(b)(iii) on account of such Net Cash Proceeds if, and that all to the extent that, the Company notifies the Agent in writing within three Business Days following receipt of such Net Cash Proceeds of its or its Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or Property to be used in its business within 120 days following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such 120-day period to be treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and other applicable Pari Passu Obligations properly accepted for repayment the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans, in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the premium. On each date on which a prepayment of Revolving Loans under this Section 2.7(b)(iii) is required, or would be required but for the fact that no Revolving Loans are then outstanding: (A) the Aggregate Revolving Loan Commitment shall be reduced, ratably among the Revolving Lenders, in an amount equal to the total amount of the required prepayment, regardless of whether sufficient Revolving Loans are outstanding for such notice is delivered amount to be applied as a prepayment, (B) if, after giving effect the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment reduction required pursuant to clause (A) above, the Asset Sale Offer will cease to accrue interest on aggregate undrawn stated amount under all Facility LCs outstanding at such time exceeds the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify Aggregate Revolving Loan Commitment, the Administrative Agent prior Company shall pay to the close of business on Agent an amount equal to such excess, which funds shall be held in the third Business Day preceding Facility LC Collateral Account for so long as such excess shall exist, subject to Section 8.1 in the Asset Sale Offer Payment Date; event that a Default shall have occurred and be continuing; and (6C) that Lenders will be entitled the Company shall deliver to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter certificate signed by a Financial Officer setting forth in reasonable detail the name calculation of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceedssuch prepayment and/or reduction in Aggregate Revolving Loan Commitment. Notwithstanding the foregoing, so long as no Default has occurred and is then continuing and at the Company’s option, the Administrative Agent will apply shall hold all prepayments pursuant to this clause (iii) to be applied to Eurocurrency Loans in escrow for the Excess Proceeds as set forth under benefit of the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If Lenders and (x) the notice is delivered in a manner herein Agent shall release such amounts upon the earlier of (1) thirty days after the date of such prepayment (provided that the Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of the Interest Periods applicable to any such Eurocurrency Loans being prepaid, (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to be prepaid upon such release from escrow shall not be included in any Lender fails to receive calculation of Consolidated Indebtedness from and after the date such notice or funds are placed in escrow; provided, however, that upon the occurrence and continuance of a Lender receives such notice but it is defectiveDefault, such Lender’s failure escrowed amounts may be applied to receive such notice or such defect Eurocurrency Loans without regard to the expiration of any Interest Period and the Borrowers shall not affect the validity of the proceedings for the repayment of the Loans as to make all other Lenders that properly received such notice without defectpayments under Section 3.4 resulting therefrom.

Asset Sale. (i) Within 360 days after the receipt of any Net Proceeds from Consummate an Asset Sale unless: (including, without limitation, an Involuntary Transfer), a) the Parent, the Company Borrower (or the applicable Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (b) at least 75% of the consideration received in the Asset Sale by the Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, may apply such Net Proceedseach of the following will be deemed to be cash: (1i) to repay Indebtedness any liabilities, as shown on the Borrower’s most recent consolidated balance sheet, of the Company Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Borrower or such Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto)Subsidiary from or indemnifies against further liability; (2ii) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to acquire ordinary settlement periods, converted by the Borrower or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (iii) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $55.0 million and (y) 1.75% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). Notwithstanding the foregoing, no Loan Party shall consummate, or substantially permit the consummation of an Asset Sale or other disposition or transfer, directly or indirectly, with respect to (i) any Equity Interests of Coeur Alaska, Coeur Rochester or Wharf and/or (ii) any or all of the assets of, or any Capital Stock of, another Permitted Business of Property comprising the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the ParentKensington Mine, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans Rochester Mine or the Wharf Mine, other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If than (x) the notice is delivered in a manner herein provided and any Permitted Collateral Mine Asset Sale or (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity transaction described in clause (b) of the proceedings for the repayment last sentence of the Loans as to all other Lenders that properly received such notice without defectdefinition of “Asset Sale” in Section 1.01.

Asset Sale. If the Borrower, any Bond Issuer or any Restricted Subsidiary makes any Asset Sale, unless, cumulatively: (ia) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (includingBorrower, without limitation, an Involuntary Transfer), the Parent, the Company such Bond Issuer or the applicable such Restricted Subsidiary, as the case may be, may apply receives consideration at the time of such Net Proceeds: (1) Asset Sale at least equal to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all Fair Market Value of the assets sold or otherwise disposed of, or any Capital Stock of, another Permitted Business ; and (b) at least 75% (seventy-five percent) of the Borrowers, if, after giving effect to any such acquisition of Capital Stockconsideration therefor received by the Borrower, such Permitted Business is Bond Issuer or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any such Restricted Subsidiary, as the case may be, with a Person within the time period specified is in the preceding paragraph form of cash or Cash Equivalents; provided that the amount of clauses (i) to (v) below will be deemed to be Cash Equivalents for purposes of this clause XVI and for no other purpose: (i) any liabilities (as shown on the Borrower’s, such Net Proceeds are subsequently applied Bond Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in accordance with such contract within one year and six months following the footnotes thereto, or if incurred or accrued subsequent to the date of such Asset Sale. In balance sheet, such liabilities that would have been shown on such balance sheet or in the event footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower, such Bond Issuer or such Restricted Subsidiary), of the Borrower, such Bond Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such contract is later cancelled assets and for which the Borrower, the Guarantors (including the Bond Issuers) and all Restricted Subsidiaries have been unconditionally released from further liabilities by all creditors or terminated for any reason before the Net Proceeds are applied their representatives in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below.writing; (ii) Any Net Proceeds any securities, notes or other obligations received by the Borrower, such Bond Issuer or such Restricted Subsidiary from any such transferee that are converted by the Borrower, such Bond Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 (one hundred eighty) days of the later of such Asset Sale that are not applied as provided and within the time period set forth in clause (i) day of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer.their receipt; (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited Designated Noncash Consideration received by the Loan Documents; provided that pending any Borrower, such application, the proceeds of the Asset Sale, whether assets, property Bond Issuer or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Restricted Subsidiary in such Asset Sale Offer exceeds having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that at any one time outstanding, does not exceed the amount greater of Excess Proceeds, (A) US$100,000,000.00 (one hundred million Dollars); and (B) 4% (four percent) of Consolidated Net Tangible Assets (calculated on a pro forma basis for the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based most recently ended Test Period on the accreted value or principal amount date of such disposition for which Vrio Financial Statements are available), at the Loans time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured by the Borrower, such Bond Issuer or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, Restricted Subsidiary at the amount of Excess Proceeds shall be reset at zero.time received and without giving effect to subsequent changes in value; (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice that is no longer a Restricted Subsidiary as a result of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) thatSale, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess ProceedsBorrower, the Administrative Agent will apply Guarantors and the Excess Proceeds as set forth under Restricted Subsidiaries are released by all creditors or their representatives in writing from any guarantee of payment of such Indebtedness in connection with the second-to-last sentence Asset Sale; and Continuation of Section 2.06(b)(iii)“Bank Credit Note No. [•]”. (v) the Fair Market Value of Replacement Assets received by the Borrower, such Bond Issuer or such Restricted Subsidiary; and (8) c) the other instructionsBorrower makes a prepayment or applies the proceeds pursuant to Section 4.5 above, unless, within the Reinvestment Period, the Borrower, such Bond Issuer or such Restricted Subsidiary, as determined by the Administrative Borrower or as reasonably requested by case may be, applies the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered Net Proceeds from such Asset Sale in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defectPermitted Reinvestment.

Asset Sale. (i) Within 360 days after Not later than the third Business Day following receipt of any Net Cash Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event any such contract is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of shall prepay outstanding Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest Net Cash Proceeds received with respect thereto (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), subject to the date fixed for the closing provisions regarding application of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documentsprepayments set forth below); provided that pending any no such applicationprepayment shall be required hereunder unless, and only to that extent that, the proceeds aggregate Net Cash Proceeds of Asset Sales during any fiscal year exceed 5% of Consolidated Assets (measured as of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment last day of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offermost recently completed fiscal year); provided, the amount of Excess Proceeds further, that no mandatory prepayment shall be reset at zero. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b2.7(b)(iii) on account of such Net Cash Proceeds if, and that all to the extent that, the Company or its Subsidiary intends (and, in the case of Net Cash Proceeds for an individual Asset Sale or series of related Asset Sales in excess of $5,000,000, the Company or such Subsidiary shall notify the Agent in writing of such intent within three Business Days following receipt of such Net Cash Proceeds) to apply such Net Cash Proceeds to the acquisition of other assets or Property to be used in its business within 270 days following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such 270-day period to be treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and not withdrawn pursuant fourth to Revolving Loans that are Eurocurrency Loans (but without, in any such Asset Sale Offer will be repaid by case, any reduction of the Borrowers; (2) the repayment dateAggregate Revolving Loan Commitment), which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the paymenteach case, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue together with accrued interest on the Asset Sale Offer Payment Date; (5Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) that Lenders electing shall be subject to have the payment of any Loans repaid funding indemnification amounts required by Section 3.4, but without penalty or premium. Notwithstanding the foregoing, so long as no Default has occurred and is then continuing and at the Company’s option, the Agent shall hold all prepayments pursuant to an Asset Sale Offer will this clause (iii) to be required applied to notify Eurocurrency Loans in escrow for the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date benefit of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, Lenders and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein Agent shall release such amounts upon the earlier of (1) thirty days after the date of such prepayment (provided that the Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of the Interest Periods applicable to any such Eurocurrency Loans being prepaid, (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to be prepaid upon such release from escrow shall not be included in any Lender fails to receive calculation of Consolidated Indebtedness from and after the date such notice or funds are placed in escrow; provided, however, that upon the occurrence and continuance of a Lender receives such notice but it is defectiveDefault, such Lender’s failure escrowed amounts may be applied to receive such notice or such defect Eurocurrency Loans without regard to the expiration of any Interest Period and the Borrowers shall not affect the validity of the proceedings for the repayment of the Loans as to make all other Lenders that properly received such notice without defectpayments under Section 3.4 resulting therefrom.

Asset Sale. Subject to certain exceptions set forth in the Indenture, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of related transactions, make any Asset Sale unless: (i) Within 360 days after at least 75% of the receipt total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and (ii) the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary shall receive, as applicable, fair market value for such Asset Sale. For purposes of clause (i) of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Net Proceeds from an Asset Sale Indebtedness or other liabilities (including, without limitation, an Involuntary Transfer), other than Indebtedness or liabilities that are by their terms subordinated to the Parent, Notes and the Company Guarantees) of the Issuers or such Subsidiary that are assumed by the applicable Restricted Subsidiary, transferee of any such assets so long as the case may be, may apply documents governing such Net Proceeds: (1) liabilities provide that there is no further recourse to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company Issuers or any of the Restricted Subsidiaries; or Subsidiaries with respect to such liabilities and (4b) to acquire fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are not classified as current assets under GAAP and that are used converted into cash or useful in Cash Equivalents within 30 days after the Borrowers’ Permitted Business; provided that clauses (2) through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or any Restricted Subsidiary, as the case may be, with a Person within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received. In the event any Within 360 days following such contract is later cancelled or terminated for any reason before Asset Sale, the Net Cash Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein andtherefrom (the “Asset Sale Amount”), if such termination or cancellation occurs later than the 360-day periodused, shall constitute Excess Proceeds as set forth below. be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) Any used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property the “Related Business Assets”); or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c). The accumulated Net Cash Proceeds from Asset Sale that are Sales not applied as provided and within the time period set forth in clause (ia), (b) or (c) of this Section 2.06(bthe immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) will or (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof. When the aggregate amount of Excess Proceeds exceeds equal or exceed $20,000,0005,000,000, the Borrowers shallIssuers shall offer to repurchase the Notes, within ten (10) Business Days thereof, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the “Asset Sale Offer”) to all Lenders (and all holders at a purchase price of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of (x) in the case of the Notes, the Accreted Value on the Asset Sale Purchase Date (as defined below), and (y) in the case of any such other Indebtedness, the principal amount thereof, plus (or accreted value in the case of Indebtedness issued with an original issue discount) on the Asset Sale Purchase Date (the “Asset Sale Offer Price”) together with accrued and unpaid interest (or, in respect of such Pari Passu Obligations, such lesser priceand Liquidated Damages, if any) to the Asset Sale Purchase Date. In order to effect the Asset Sale Offer, as may be provided for the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the “Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the terms of such Pari Passu Obligations)Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the date fixed for Excess Proceeds (the closing “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of such offer. all Indebtedness properly tendered in the Asset Sale Offer (iiion a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Loans (Notes and such Pari Passu Obligations) accepted for repayment or other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsAsset Sale Offer Amount, the Borrowers Issuers may use any remaining Excess Net Cash Proceeds for any purpose that is not prohibited as otherwise permitted by the Loan Documents; provided that pending any such application, Indenture. Following the proceeds of the Asset Sale, whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion consummation of each Asset Sale OfferOffer in accordance with the provisions of the Indenture, the amount of Excess Proceeds amount shall be reset at to zero. (iv) Pending . Prior to complying with any of the final application provisions of any Net Proceeds under clause (i) or (iii)the immediately preceding paragraph, the Company may temporarily reduce Issuers shall be required either to repay all outstanding revolving credit Indebtedness Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any Asset Sale Offer Notes required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day immediately preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent will apply the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defectparagraph.

Asset Sale. (a) The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, consummate any Asset Sale unless (i) Within 360 days after the receipt Company, or such Subsidiary receives consideration at the time of any Net Proceeds from an such Asset Sale at least equal to the Fair Market Value (including, without limitation, an Involuntary Transferincluding as to the value of all non-cash consideration), of the Parent, shares and assets subject to such Asset Sale; and (ii) at least 75% of the consideration thereof received by the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or the Restricted Subsidiaries, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid Subsidiary is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business of the Borrowers, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the Restricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Businessform of cash or Cash Equivalents; provided that clauses (2) through (4) above the following shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to herein is entered into by the Parent, the Company or cash for purposes of this provision and for no other purpose: (i) any Restricted Subsidiary, liabilities (as the case may be, with a Person within the time period specified reflected in the preceding paragraph and Company’s or such Net Proceeds are subsequently applied Subsidiary’s most recent balance sheet or in accordance with such contract within one year and six months following the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on the date of such balance sheet, as determined by the Company) of the Company or such Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to a written agreement which releases or indemnifies the Company or Subsidiary from such liabilities; (ii) any securities, notes or other similar obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 180 days of the receipt thereof; and (iii) any Designated Non-cash Consideration received by the Company or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $20 million at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) Within 365 days after the Company’s receipt of the Net Available Cash from any Asset Sale. In , the Company may apply the Net Available Cash from such Asset Sale, at its option: (i) to repay Pari Passu Indebtedness, provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 5.2 (except that the purchase therefor shall equal 100% of the Outstanding Principal Amount thereof, plus accrued and unpaid interest), or (ii) to make an Investment in any one or more businesses, assets, or property or capital expenditures, in each case (A) used or useful in a Related Business or (B) that replace the properties and assets that are the subject of such Asset Sale, in each case not to exceed a maximum Fair Market Value of $10,000,000; provided, to the extent the assets subject to such Asset Sale constituted Notes Collateral, such newly acquired assets shall also be Notes Collateral; (c) A binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment; provided that in the event any such contract binding commitment is later cancelled canceled or terminated for any reason before such Net Available Cash are so applied, the Company or Subsidiary may enter into another binding commitment (a “Second Commitment”) within nine (9) months of such cancellation or termination of the prior binding commitment; provided, further, that the Company or such Subsidiary may enter into a Second Commitment beyond the 365-day period from the Company’s initial receipt of the Net Proceeds are applied in connection therewith, then Available Cash under the foregoing provision only one time with respect to each Asset subject to an Asset Sale. Pending the final application of any such Net Proceeds must be applied as set forth herein andAvailable Cash, the Company or such Subsidiary may temporarily reduce Indebtedness under a Debt Facility, if any, or otherwise invest such termination or cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth belowNet Available Cash in any manner not prohibited by this Indenture. (iid) Any Net Proceeds Available Cash from any Asset Sale that are not applied as provided and within the time period set forth in clause Section 3.19(b)(i) or (iii) of this Section 2.06(b) will shall be deemed to constitute “Excess Proceeds.” ”. When the aggregate amount of Excess Proceeds exceeds $20,000,0005,000,000, the Borrowers shall, within ten (10) Business Days thereof, Company shall be required to make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar Holders to this Section 2.06(b)) to repay repurchase on a pro rata basis the maximum principal amount of Loans (and Notes up to the amount of such other Pari Passu Obligations) that may be repaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereofOutstanding Principal Amount of Notes to be redeemed, plus accrued and unpaid principal or interest thereon to, but excluding, the date of purchase (orsubject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date), in respect accordance with the procedures set forth in this Indenture in integral multiples of such Pari Passu Obligations, such lesser price, $1,000 (except that no Note will be purchased in part if any, as may the remaining principal amount would be provided for by the terms of such Pari Passu Obligationsless than $2,000), to the date fixed for the closing of such offer. (iiie) To the extent that the aggregate amount of Loans (Notes so validly tendered and such Pari Passu Obligations) accepted for repayment or tendered not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers Company may use any remaining portion of such Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such applicationapplied to purchase Notes for general corporate purposes, the proceeds repayment of the Asset SaleIndebtedness or as otherwise required pursuant to its other contractual requirements, whether assets, property or cash, are subject to a Lien under the Collateral Agreementsterms of this Indenture. If the aggregate principal amount of Loans (and other Pari Passu Obligations) accepted for repayment or Notes surrendered by holders thereof pursuant to such Asset Sale Offer Holders exceeds the amount of Excess Proceeds, the Administrative Agent Notes to be purchased shall apply be selected on a pro rata basis on the Excess Proceeds ratably to the repayment basis of the Loans and any other tendered Pari Passu Obligations based on the accreted value or aggregate principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zerotendered Notes. (iv) Pending the final application of any Net Proceeds under clause (i) or (iii), the Company may temporarily reduce outstanding revolving credit Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Proceeds in cash and Cash Equivalents. (vf) The Administrative Borrower shall deliver any Asset Sale Offer required under clause (ii) by written notice shall remain open for a period of such occurrence 20 Business Days following its commencement, except to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) extent that the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other a longer period is required by applicable Pari Passu Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered law (the “Asset Sale Offer Payment Period”). No later than five (5) Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”);, the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 3.19 (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly tendered and not properly withdrawn, all Notes validly tendered in response to the Asset Sale Offer. (3g) that any Loan On or before the Asset Sale Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Notes or portions of Notes validly tendered and not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment withdrawn pursuant to the Asset Sale Offer will cease to accrue interest on Offer, or if less than the Asset Sale Offer Payment Date; Amount has been validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn, in each case in minimum denominations of $1,000 (5) except that Lenders electing to have no Note shall be purchased in part if the remaining principal amount would be less than $2,000). The Company or the Paying Agent, as the case may be, shall promptly (but in any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close case not later than five Business Days after termination of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6Period) that Lenders will be entitled deliver to withdraw their election each tendering Holder an amount equal to require the Borrowers purchase price of the Notes validly tendered and not properly withdrawn by such holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver such new Note to repay such LoansHolder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Administrative Company to the Holder thereof. In the event that the Paying Agent receivesshall deliver the purchase price of the Notes pursuant to this clause (g), not later than the close of business on Company shall deposit with the expiration date of Paying Agent one (1) Business Day prior to the Asset Sale Offer, a facsimile transmission, electronic mail Purchase Date an amount equal to the purchase price of the Notes or letter setting forth the name portions of such Lender, the principal amount of Loans to be repaid, Notes validly tendered and a statement that such Lender is withdrawing its election to have such Loans repaid;not properly withdrawn. (7h) thatThe Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.19. To the extent that the aggregate principal amount provisions of Loans any securities laws or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount regulations conflict with provisions of Excess Proceedsthis Section 3.19, the Administrative Agent will apply Company shall comply with the Excess Proceeds as set forth applicable securities laws and regulations and shall not be deemed to have breached its obligations under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect3.19.