Common use of Asset Sales; Casualty Events Clause in Contracts

Asset Sales; Casualty Events. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company (or such Restricted Subsidiary, as the case may be) in any such Asset Sale of Collateral constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) to prepay, repay, redeem or purchase any First Priority Obligations of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall be required to be applied pursuant to this Section 4.10(c) (provided further that, only up to 50% of such Net Cash Proceeds may be applied pursuant to clause (2), (3) or (4) of this Section 4.10(c) or any combination thereof and, for the avoidance of doubt, the remainder of such Net Cash Proceeds shall only be applied pursuant to clause (1) of this Section 4.10(c)). (d) Any Net Cash Proceeds from Asset Sales or Casualty Events that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” The Company will, within 30 days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes) and, if required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may be purchased out of the amount of such Excess Proceeds. The offer price in any Offer to Purchase of Notes will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent of the Collateral Trustee acting in its sole discretion has been obtained. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. (a) The Company will notIf, and will not permit any of its Restricted Subsidiaries tofollowing the Amendment No. 2 Effective Date, consummate an Asset Sale unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company (or such Restricted Subsidiary, as the case may be) in any such Asset Sale of Collateral constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company Borrower or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or i) makes any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 or (3ii) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of receives any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) to prepay, repay, redeem or purchase any First Priority Obligations of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary Borrower shall only be required apply an amount equal to apply or invest such Net Cash Proceeds pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds received by the Borrower or its Subsidiary, as applicable, therefrom to the prepayment of Term Loans in accordance with Section 2.10(b)(iv) on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided that: (A) so long as no Event of Default shall then exist or would result therefrom, such proceeds with respect to any such Disposition shall not be required to be applied prepaid on such date to the extent that the Borrower shall have notified the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in assets (other than working capital) used or useful in the business of the Borrower or any of its Subsidiaries (including pursuant to this Section 4.10(ca Permitted Acquisition) or to be contractually committed to be so reinvested, within twelve (provided further that12) months following the date of such Asset Sale or Casualty Event, only up as applicable; provided, that such Net Cash Proceeds that have been contractually committed to 50% be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month period; (B) if all or any portion of such Net Cash Proceeds may is neither reinvested nor contractually committed to be applied pursuant so reinvested within such twelve (12) month period (and actually reinvested within 180 days after the expiration of such twelve (12) month period) of the receipt thereof, such unused portion shall be prepaid within five (5) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(b) (without giving effect to the proviso to clause (2b)(ii) above), ; and (3C) or (4) of no prepayment shall be required under this Section 4.10(c) or any combination thereof and, for the avoidance of doubt, the remainder of such Net Cash Proceeds shall only be applied pursuant to clause (1b)(ii) of this Section 4.10(c)). (d) Any with respect to the Net Cash Proceeds from Asset Sales or and Casualty Events that are that, in each case, do not applied or invested as provided result in Section 4.10(cmore than $25,000,000 in Net Cash Proceeds in any twelve (12) will constitute “Excess Proceeds.” The Company will, within 30 days after the expiry month period in excess of the Net Cash Proceeds Application Period, make an Offer reinvested pursuant to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes) and, if required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may be purchased out of the amount of such Excess Proceeds. The offer price in any Offer to Purchase of Notes will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent of the Collateral Trustee acting in its sole discretion has been obtained. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. If the Borrower or any Loan Party, (aA) The Company will not, and will not permit Disposes of any of its Restricted Subsidiaries to, consummate an property or assets constituting Collateral pursuant to the General Asset Sale unless:Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (1B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the Company realization or receipt by the Borrower or such Restricted SubsidiaryLoan Party of Net Cash Proceeds, as the case may beBorrower shall prepay on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount for any transaction or series of related transactions, receives consideration subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the Asset Sale at least equal documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the Fair Market Value prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such Fair Market Value time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be determined at allocated to the time Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of contractually agreeing such net proceeds shall be allocated to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (2) at least 75% of Term Loans in accordance with the consideration received in the Asset Sale by the Company or such Restricted Subsidiaryterms hereof); provided, as the case may befurther, is in the form of cash or Eligible Cash Equivalents; and (3) that to the extent that any consideration received by the Company holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (or such Restricted Subsidiary, as the case may be) and in any event within ten Business Days after the date of such Asset Sale rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of Collateral constitutes property such Net Cash Proceeds that the Borrower shall have, on or other assets that are of a type or class that constitutes Collateralprior to such date, such property or other assets are added given written notice to the Collateral securing the Notes Administrative Agent of its intent to reinvest in the manner and accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the extent required by application of the foregoing provisions of this Indenture Section 2.07(b)(ii), at the option of the Borrower or any of the Collateral Documents with Restricted Subsidiaries, the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company Borrower or any of its Restricted Subsidiaries may (other than Debt and liabilities that are by their terms subordinated in lieu of making a prepayment pursuant to the Notes foregoing provisions) elect to (I) reinvest an amount equal to all or any Note Guaranteeportion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) that are assumed by the transferee within eighteen months following receipt of any such assets pursuant to a customary assignment and assumption agreement that releases the Company Net Cash Proceeds or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by if the Company Borrower or any of its the Restricted Subsidiaries from the transferee that are converted by the Company or enters into a legally binding commitment to reinvest such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply within eighteen months following receipt of such Net Cash Proceeds, at its option: (1no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) to prepayand Section 2.07(b)(vi), repay, redeem or purchase any First Priority Obligations of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale Prepayment Percentage of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall be required applied within five Business Days after such dates to be applied pursuant to this Section 4.10(cthe prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) (provided further that, only up to 50% of apply such Net Cash Proceeds may be applied pursuant to clause (2), (3) or (4) permanently repay indebtedness of this Section 4.10(c) or any combination thereof and, for the avoidance of doubt, the remainder of such Net Cash Proceeds shall only be applied pursuant to clause (1) of this Section 4.10(c))Non-Loan Parties. (d) Any Net Cash Proceeds from Asset Sales or Casualty Events that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” The Company will, within 30 days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes) and, if required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may be purchased out of the amount of such Excess Proceeds. The offer price in any Offer to Purchase of Notes will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent of the Collateral Trustee acting in its sole discretion has been obtained. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. (a) The Company will not, and will not permit If any of its Restricted Subsidiaries to, consummate an Asset Sale unless: or Casualty Event (or series of related Asset Sales or Casualty Events) (“Relevant Transaction”) results in the receipt by any Borrower Party of aggregate Net Cash Proceeds in excess of the greater of $20,400,000 and 10.0% of Four Quarter Consolidated EBITDA (the “Disposition Threshold”), then, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100.0% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by any Borrower Party; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Initial Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the Company amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such Restricted Subsidiaryamount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further, that such prepayment percentage shall be reduced from 100.0% to 50.0% and to 0.0% if, on a Pro Forma Basis after giving effect to such Asset Sale or Casualty Event, as the case may be, receives consideration at and the time use of proceeds therefrom, the Asset Sale at least Consolidated First Lien Net Leverage Ratio would be equal to the Fair Market Value or less than 4.25:1.00 or 3.75:1.00, respectively (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company (or such Restricted Subsidiary, as the case may be) in any such Asset Sale of Collateral constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) to prepay, repay, redeem or purchase any First Priority Obligations in respect of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date not required to be applied in accordance with this Section 2.05(b) as a result of the Acceptable Commitmentapplication of this proviso shall collectively constitute “Leverage Excess Proceeds”); provided, andfurther, in that only the event any Acceptable Commitment is later cancelled or terminated for any reason before the amount of Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds excess of the Disposition Threshold shall constitute Excess Proceeds be subject to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds prepayment pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall be required to be applied pursuant to this Section 4.10(c) (provided further that, only up to 50% of such Net Cash Proceeds may be applied pursuant to clause (2), (3) or (4) of this Section 4.10(c) or any combination thereof and, for the avoidance of doubt, the remainder of such Net Cash Proceeds shall only be applied pursuant to clause (1) of this Section 4.10(c)). (d) Any Net Cash Proceeds from Asset Sales or Casualty Events that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” The Company will, within 30 days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes2.05(b)(ii) and, if in such case, the required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may prepayment shall be purchased out of only the amount of such Excess Proceeds. The offer price in any Offer to Purchase of Notes will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zeroexcess thereof. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent of the Collateral Trustee acting in its sole discretion has been obtained. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. (a) The Company will not, and will not permit If any of its Restricted Subsidiaries to, consummate an Asset Sale unless: or Casualty Event (or series of related Asset Sales or Casualty Events) (“Relevant Transaction”) results in the receipt by any Borrower Party of aggregate Net Cash Proceeds in excess of the greater of $19,000,000 and 10.0% of Four Quarter Consolidated EBITDA (the “Disposition Threshold”), then, except to the extent the Borrowers elect to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrowers shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100.0% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by any Borrower Party; provided that the Borrowers may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Initial Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the Company amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such Restricted Subsidiaryamount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further, that such prepayment percentage shall be reduced from 100.0% to 50.0% and to 0.0% if, on a Pro Forma Basis after giving effect to such Asset Sale or Casualty Event, as the case may be, receives consideration at and the time use of proceeds therefrom, the Asset Sale at least Consolidated First Lien Net Leverage Ratio would be equal to the Fair Market Value or less than 4.25:1.00 or 3.75:1.00, respectively (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company (or such Restricted Subsidiary, as the case may be) in any such Asset Sale of Collateral constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) to prepay, repay, redeem or purchase any First Priority Obligations in respect of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date not required to be applied in accordance with this Section 2.05(b) as a result of the Acceptable Commitmentapplication of this proviso shall collectively constitute “Leverage Excess Proceeds”); provided, andfurther, in that only the event any Acceptable Commitment is later cancelled or terminated for any reason before the amount of Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds excess of the Disposition Threshold shall constitute Excess Proceeds be subject to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds prepayment pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall be required to be applied pursuant to this Section 4.10(c) (provided further that, only up to 50% of such Net Cash Proceeds may be applied pursuant to clause (2), (3) or (4) of this Section 4.10(c) or any combination thereof and, for the avoidance of doubt, the remainder of such Net Cash Proceeds shall only be applied pursuant to clause (1) of this Section 4.10(c)). (d) Any Net Cash Proceeds from Asset Sales or Casualty Events that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” The Company will, within 30 days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes2.05(b)(ii) and, if in such case, the required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may prepayment shall be purchased out of only the amount of such Excess Proceeds. The offer price in any Offer to Purchase of Notes will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zeroexcess thereof. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent of the Collateral Trustee acting in its sole discretion has been obtained. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. If Parent or any Subsidiary (aA) The Company will notmakes a non-ordinary course Disposition pursuant to Section 6.04(m) (excluding, and will not permit for the avoidance of doubt, any Disposition of its Restricted Subsidiaries tothe properties on the Specified Asset Sales List), consummate an Asset Sale unless:or (B) any Casualty Event occurs, which in either case results in the realization or receipt by Parent or such Subsidiary of Net Cash Proceeds in excess of (1) the Company $5,000,000 (or such Restricted Subsidiary, lesser amount as the case Borrower may be, receives consideration at the time elect) for any transaction or series of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; related transactions and (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company $10,000,000 (or such Restricted Subsidiary, lesser amount as the case Borrower may beelect) for all such transactions in any such Asset Sale of Collateral constitutes property fiscal year, the Borrower shall, subject to Section 2.11(d), prepay on or other assets that are of a type or class that constitutes Collateral, such property or other assets are added prior to the Collateral securing date which is ten Business Days after the Notes in the manner and to the extent required by this Indenture or any date of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property realization or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) subject to prepaySection 2.11(b)(vi), repay, redeem or purchase any First Priority Obligations an aggregate principal amount of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount Loans equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall realized or received; provided that if at the time that any such prepayment would be required, Parent is required to repay or repurchase or to offer to repurchase or repay the Facility A Loans pursuant to the Facility A Credit Agreement with the proceeds of such Disposition or Casualty Event (such Indebtedness required to be applied repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower and Parent may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 4.10(c2.11(b)(ii) shall be reduced accordingly (provided further thatfor purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time, only up to 50% with it being agreed that the portion of such Net Cash Proceeds may allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be applied allocated to the Other Applicable Indebtedness pursuant to clause (2)the terms thereof, (3) or (4) of this Section 4.10(c) or any combination thereof andand the remaining amount, for the avoidance of doubtif any, the remainder of such Net Cash Proceeds shall only be applied allocated to the Loans in accordance with the terms hereof); provided, further, that no prepayment shall be required pursuant to clause this Section 2.11(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower or Parent shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.11(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.11(b)(ii), at the option of Parent or any of its Subsidiaries, Parent or any of its Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to the Asset Sale Reinvestment Percentage of all or any portion of such Net Cash Proceeds in assets used or useful for the business of Parent and its Subsidiaries (1) within nine months following receipt of this Section 4.10(c)). (d) Any such Net Cash Proceeds from Asset Sales or Casualty Events that are not applied (2) if Parent or invested as provided in Section 4.10(c) will constitute “Excess any of its Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within nine months following receipt of such Net Cash Proceeds.” The Company will, within 30 no later than one hundred and eighty days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes) and, if required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may be purchased out of the amount end of such Excess Proceeds. The offer price in nine month period; provided that if any Offer portion of such amount is not so reinvested by such dates, subject to Purchase of Notes will be Section 2.11(b)(vi), an amount equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may shall be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, within five Business Days after such dates to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent prepayment of the Collateral Trustee acting in its sole discretion has been obtainedLoans and Other Applicable Indebtedness as set forth above. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company (or such Restricted Subsidiary, as the case may be) in any such Asset Sale of Collateral constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) to prepay, repay, redeem or purchase any First Priority Obligations of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, thatthat (x) to the extent the terms of such First Priority Obligations (other than Additional Notes) require Net Cash Proceeds to repay obligations outstanding under such First Priority Obligations prior to the repayment of other First Priority Obligations, the Company or such Restricted Subsidiary shall be entitled to repay such obligations without an obligation to offer to repay obligations under the Notes in an equivalent amount and (y) except as provided in the foregoing clause (x), to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or investedinvested )); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” ”, and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall be required to be applied pursuant to this Section 4.10(c) (provided further that, only up to 50% of such Net Cash Proceeds may be applied pursuant to clause (2), (3) or (4) of this Section 4.10(c) or any combination thereof and, and for the avoidance of doubt, the remainder of such Net Cash Proceeds shall only be applied pursuant to clause (1) of this Section 4.10(c)). (d) Any Net Cash Proceeds from Asset Sales or Casualty Events that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” The Company will, within 30 days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes) and), and if required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may be purchased out of the amount of such Excess Proceeds. The offer price in any Offer to Purchase of Notes will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries) (provided that the Company and its Restricted Subsidiaries shall take all commercially reasonable actions available under local law to permit such repatriation), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent of the Collateral Trustee acting in its sole discretion has been obtained. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales; Casualty Events. If the Borrower or any Subsidiary (aA) The Company will notmakes a non-ordinary course Disposition pursuant to Section 6.04(m) (excluding, and will not permit for the avoidance of doubt, any Disposition of its Restricted Subsidiaries tothe properties on the Specified Asset Sales List), consummate an Asset Sale unless:or (B) any Casualty Event occurs, which in either case results in the realization or receipt by the Borrower or such Subsidiary of Net Cash Proceeds in excess of (1) the Company $5,000,000 (or such Restricted Subsidiary, lesser amount as the case Borrower may be, receives consideration at the time elect) for any transaction or series of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; related transactions and (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents; and (3) to the extent that any consideration received by the Company $10,000,000 (or such Restricted Subsidiary, lesser amount as the case Borrower may beelect) for all such transactions in any such Asset Sale of Collateral constitutes property fiscal year, the Borrower shall, subject to Section 2.11(d), prepay on or other assets that are of a type or class that constitutes Collateral, such property or other assets are added prior to the Collateral securing date which is ten Business Days after the Notes in the manner and to the extent required by this Indenture or any date of the Collateral Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the property realization or assets disposed of in the Asset Sale. (b) For the purposes of Section 4.10(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities (as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than Debt and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes, Capital Interests or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by the Company 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 (3) that is at that time outstanding, not to exceed $35.0 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). (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale or from a Casualty Event (the “Net Cash Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) subject to prepaySection 2.11(b)(vi), repay, redeem or purchase any First Priority Obligations an aggregate principal amount of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount Loans equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided, however, that, to the extent the Company or such Guarantor so reduces any other First Priority Obligations, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (2) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets or Capital Interests, as applicable, shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; (3) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (4) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that, to the extent such Net Cash Proceeds are derived from an Asset Sale of Collateral, such assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Collateral Documents; or (5) any combination of the foregoing; provided that notwithstanding the foregoing or the first sentence of Section 4.10(d), (A) in the case of clause (3) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the Net Cash Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale or Casualty Event and 180 days from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Net Cash Proceeds Application Period has expired, (B) with respect to Net Cash Proceeds from an Asset Sale (other than (x) a sale of North American Assets or (y) a Material Disposition) or from a Casualty Event, the Company or the applicable Restricted Subsidiary shall only be required to apply or invest such Net Cash Proceeds pursuant to this Section 4.10(c) if the aggregate Net Cash Proceeds in any fiscal year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25.0 million (provided that such Net Cash Proceeds to be so applied or invested shall be the amount thereof in excess of $25.0 million (it being understood by means of example and not in limitation of the foregoing, if in the 2020 fiscal year, there was $27.5 million of Net Cash Proceeds, then only $2.5 million of Net Cash Proceeds shall be required to be so applied or invested)); provided that, to the extent such aggregate Net Cash Proceeds do not exceed $25.0 million in any fiscal year, then the Company and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds and use such Net Cash Proceeds for any purposes not prohibited under this Indenture and such Net Cash Proceeds shall not constitute “Excess Proceeds,” and (C) with respect to Net Cash Proceeds from any non-ordinary course sale of North American Assets or any Material Disposition, the Company or the applicable Restricted Subsidiary shall only be required to apply such Net Cash Proceeds pursuant to this Section 4.10(c) in the event such Net Cash Proceeds exceed $5.0 million, in which event, 100% of such Net Cash Proceeds shall realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay the Facility B Loans pursuant to the Facility B Credit Agreement with the proceeds of such Disposition or Casualty Event (such Indebtedness required to be applied repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 4.10(c2.11(b)(ii) shall be reduced accordingly (provided further thatfor purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time, only up to 50% with it being agreed that the portion of such Net Cash Proceeds may allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be applied allocated to the Other Applicable Indebtedness pursuant to clause (2)the terms thereof, (3) or (4) of this Section 4.10(c) or any combination thereof andand the remaining amount, for the avoidance of doubtif any, the remainder of such Net Cash Proceeds shall only be applied allocated to the Loans in accordance with the terms hereof); provided, further, that no prepayment shall be required pursuant to clause this Section 2.11(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.11(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.11(b)(ii), at the option of the Borrower or any of its Subsidiaries, the Borrower or any of its Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to the Asset Sale Reinvestment Percentage of all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and its Subsidiaries (1) within nine months following receipt of this Section 4.10(c)). (d) Any such Net Cash Proceeds from Asset Sales or Casualty Events that are not applied (2) if the Borrower or invested as provided in Section 4.10(c) will constitute “Excess any of the Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within nine months following receipt of such Net Cash Proceeds.” The Company will, within 30 no later than one hundred and eighty days after the expiry of the Net Cash Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes) and, if required by the terms of any other First Priority Obligations containing comparable repurchase rights, to purchase or redeem the maximum principal amount of Notes and such other First Priority Obligations that may be purchased out of the amount end of such Excess Proceeds. The offer price in nine month period; provided that if any Offer portion of such amount is not so reinvested by such dates, subject to Purchase of Notes will be Section 2.11(b)(vi), an amount equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other First Priority Obligations tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the trustee or agent for the other First Priority Obligations will select the First Priority Obligations to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Notwithstanding the foregoing, to the extent that the Company determines in good faith that any Offer to Purchase attributable to any Restricted Subsidiary incorporated or organized outside the United States or Canada, (i) would be prohibited or restricted under applicable local law (including, without limitation, as a result of laws or regulations relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intragroup and fiduciary and statutory duties of directors of relevant Restricted Subsidiaries), (ii) would result in material adverse tax consequences (including, without limitation, as a result of any withholding tax) as determined in good faith by the Company (which shall be conclusively evidenced by an Officer’s Certificate of the Company) if such amount were repatriated to the Company as a dividend or (iii) in the case of any Offer to Purchase attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case, if the amount subject to the relevant Offer to Purchase were upstreamed or transferred to the Company as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) above of this clause (e), a “Restricted Amount”), the amount of the relevant Offer to Purchase shall be reduced by the Restricted Amount; provided that (A) in the case of any Restricted Amount arising under the circumstances described in clause (i) or (ii) above, the Company shall use commercially reasonable efforts to take all actions required by applicable law to permit the repatriation of the relevant amounts to the Company and (B) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the event giving rise to the relevant Offer to Purchase, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Company for application to such an Offer to Purchase as required above promptly following the date on which the relevant circumstance ceases to exist; it being understood and agreed that following the expiration of the 365-day period referenced above, the relevant Restricted Subsidiary may retain any Restricted Amount, and no Offer to Purchase shall be required in respect thereof; provided that in no event shall any Restricted Amount be used to increase the amounts available to make a Restricted Payment under Section 4.07(a). (f) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may shall be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (g) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, within five Business Days after such dates to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (h) In the case of an Asset Sale consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a company incorporated in Sweden and the Capital Interests of which are subject to a pledge granted under a Swedish Security Agreement, the prior written consent prepayment of the Collateral Trustee acting in its sole discretion has been obtainedLoans and Other Applicable Indebtedness as set forth above. (i) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.