Common use of Sales of Assets and Subsidiary Stock Clause in Contracts

Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be, (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company or any Restricted Subsidiary, other than Indebtedness that is either unsecured or is Pari Passu Debt or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Company or any Restricted Subsidiary outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary to make an offer to purchase such Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value unless the Company or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; and provided further, that in the event of any Asset Disposition of Collateral, the Company or such Restricted Subsidiary shall (i) pledge any Additional Assets referred to in clause (B) above in favor of the Notes and (ii) deposit any Net Available Cash, pending application in accordance with the above provisions, in bank accounts such that such Net Available Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and Section 3.09, the Issuer may apply the remaining Net Available Cash in accordance with clause (a)(3)(D) of this Section 4.10. The Issuer will not be required to make an Excess Proceeds Offer for Notes (or any offer for any other Indebtedness) pursuant to this Section 4.10 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (a)(3)(A) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zero.

Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be, (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company or any Restricted SubsidiarySubsidiary or Indebtedness of a Subsidiary of the Issuer, other than Indebtedness that is either unsecured or is Pari Passu Debt and pari passu in right of payment to the Notes and the Note Guarantees or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10below, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Company or any Restricted Subsidiary outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary to make an offer to purchase such Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”)this Section 4.10; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value unless the Company or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; . (b) For the purposes of clause (2) of paragraph (a) of this Section 4.10, the following are deemed to be cash: (1) Indebtedness and provided further, other liabilities shown on the most recent consolidated balance sheet of the Company prior to the date of such Asset Disposition (other than Subordinated Obligations) (i) that in are assumed by the event transferee of any such assets and (ii) for which the Company and its Restricted Subsidiaries are released from all liability at the time of such Asset Disposition of CollateralDisposition; (2) any securities, notes or other obligations received by any such Intermediate Guarantor, the Issuer or any such Restricted Subsidiary from such transferee that are converted, sold or exchanged by the Company or such Restricted Subsidiary shall (i) pledge any Additional Assets referred into cash or Temporary Cash Investments within 90 days, to in clause (B) above in favor the extent of the Notes and cash or Temporary Cash Investments received in that conversion, sale or exchange; and (ii3) deposit any Net Available Cash, pending application in accordance with the above provisions, in bank accounts such that such Net Available Designated Non-Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19Consideration. (bc) In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this the Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and Section 3.09, the Issuer may apply the remaining Net Available Cash in accordance with clause (a)(3)(D) of this Section 4.10. The Issuer will not be required to make an Excess Proceeds Offer for Notes (and other Senior Indebtedness of the Issuer or any offer for any other IndebtednessIntermediate Guarantor) pursuant to this Section 4.10 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (a)(3)(A) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zero.

Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be, (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company or any Restricted SubsidiarySubsidiary or Indebtedness of a Subsidiary of the Issuer, other than Indebtedness that is either unsecured or is Pari Passu Debt and pari passu in right of payment to the Notes and the Note Guarantees or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities Senior Indebtedness of the Company Company, the Issuer, or any Restricted Subsidiary Intermediate Guarantor outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary an Intermediate Guarantor and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary Issuer to make an offer to purchase such Senior Indebtedness at substantially the same time as such Excess Proceeds Offer (the “"Pari Passu Debt”"); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value unless the Company or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; . For the purposes of clause (2) of paragraph (a) of this Section 4.10, the following are deemed to be cash: (1) Indebtedness and provided further, other liabilities shown on the most recent consolidated balance sheet of the Company prior to the date of such Asset Disposition (other than Subordinated Obligations) (i) that in are assumed by the event transferee of any such assets and (ii) for which the Company and its Restricted Subsidiaries are released from all liability at the time of such Asset Disposition of CollateralDisposition; (2) any securities, notes or other obligations received by any such Intermediate Guarantor, the Issuer or any such Restricted Subsidiary from such transferee that are converted, sold or exchanged by the Company or such Restricted Subsidiary shall (i) pledge any Additional Assets referred into cash or Temporary Cash Investments within 90 days, to in clause (B) above in favor the extent of the Notes and cash or Temporary Cash Investments received in that conversion, sale or exchange; and (ii3) deposit any Net Available Cash, pending application in accordance with the above provisions, in bank accounts such that such Net Available Designated Non-Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19Consideration. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “"Excess Proceeds Offer”"), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this the Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and Section 3.09, the Issuer may apply the remaining Net Available Cash in accordance with clause (a)(3)(D) of this Section 4.10. The Issuer will not be required to make an Excess Proceeds Offer for Notes (or any offer for any other Indebtedness) pursuant to this Section 4.10 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (a)(3)(A) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zero.

Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be, (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company or any Restricted SubsidiarySubsidiary or Indebtedness of a Subsidiary of the Issuer, other than Indebtedness that is either unsecured or is Pari Passu Debt and pari passu in right of payment to the Notes and the Note Guarantees or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities Senior Indebtedness of the Company Company, the Issuer, or any Restricted Subsidiary Intermediate Guarantor outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary an Intermediate Guarantor and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary Issuer to make an offer to purchase such Senior Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value unless the Company or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; . For the purposes of clause (2) of paragraph (a) of this Section 4.10, the following are deemed to be cash: (1) Indebtedness and provided further, other liabilities shown on the most recent consolidated balance sheet of the Company prior to the date of such Asset Disposition (other than Subordinated Obligations) (i) that in are assumed by the event transferee of any such assets and (ii) for which the Company and its Restricted Subsidiaries are released from all liability at the time of such Asset Disposition of CollateralDisposition; (2) any securities, notes or other obligations received by any such Intermediate Guarantor, the Issuer or any such Restricted Subsidiary from such transferee that are converted, sold or exchanged by the Company or such Restricted Subsidiary shall (i) pledge any Additional Assets referred into cash or Temporary Cash Investments within 90 days, to in clause (B) above in favor the extent of the Notes and cash or Temporary Cash Investments received in that conversion, sale or exchange; and (ii3) deposit any Net Available Cash, pending application in accordance with the above provisions, in bank accounts such that such Net Available Designated Non-Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19Consideration. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and Section 3.09, the Issuer may apply the remaining Net Available Cash in accordance with clause (a)(3)(D) of this Section 4.10. The Issuer will not be required to make an Excess Proceeds Offer for Notes (or any offer for any other Indebtedness) Indebtedness pursuant to this Section 4.10 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (a)(3)(A) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zero.

Sales of Assets and Subsidiary Stock. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition Sale unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company The Borrower or such Restricted Subsidiary, as the case may be,, receives consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Sale), as determined in good faith by the Board of Directors or an Officer of Borrower, of the shares and assets subject to such Asset Sale (including, for the avoidance of doubt, if such Asset Sale is a Permitted Asset Swap); and (A2) firstin any such Asset Sale, or series of related Asset Sale (except to the extent the Company Asset Sale is a Permitted Asset Swap), at least 75% of the consideration from such Asset Sale (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) received by Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. (b) Borrower or any of its Restricted Subsidiary elects Subsidiaries, at its respective option, may apply such Net Available Cash from any Asset Sale to: (1) (i) prepay, repay or is required by the terms of purchase any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company a Non-Guarantor or that is secured by a Lien (in each case, other than Indebtedness owed to Borrower or any Restricted Subsidiary, other than Indebtedness that is either unsecured or is Pari Passu Debt ) or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) hereunder within 366 365 days from the later of (A) the date of such Asset Disposition or Sale and (B) the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Company or any Restricted Subsidiary outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary to make an offer to purchase such Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this IndentureCash; provided, however, that that, in connection with any prepayment prepayment, repayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value purchase of Indebtedness pursuant to this clause (Ai), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company Borrower or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid prepaid, repaid or repaid, purchased, repurchased, redeemed, retired, defeased ; or otherwise acquired for value unless the Company or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; and provided further, that in the event of any Asset Disposition of Collateral, the Company or such Restricted Subsidiary shall (i) pledge any Additional Assets referred to in clause (B) above in favor of the Notes and (ii) deposit any Net Available Cashprepay, pending application in accordance with the above provisions, in bank accounts such that such Net Available Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged for the benefit of the Existing Credit Facility repay or any other purchase Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, Indebtedness at a purchase price equal to of no more than 100% of the principal amount thereof, of such Pari Passu Indebtedness plus accrued and unpaid interest thereonto the date of such prepayment, if anyrepayment or purchase; provided further that, to the extent Borrower redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (ii) and Borrower attempts to equally and ratably reduce obligations under the Senior Notes as required under the Indenture but such payments are waived or otherwise declined by any holder of Senior Notes, then Borrower shall apply 100% of such waived or otherwise declined amounts towards the prepayment, repayment or purchase date of other Pari Passu Indebtedness; and/or (subject 2) to the right of Holders of record on the relevant record date invest in or commit to receive interest due on the relevant interest payment date), invest in accordance with the procedures Additional Assets (including prorating by means of an investment in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this Indenture. To the extent that any portion of the amount of Additional Assets by a Restricted Subsidiary with Net Available Cash remains after compliance with received by Borrower or another Restricted Subsidiary) within 365 days from the preceding sentence later of (i) the date of such Asset Sale and Section 3.09(ii) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; and provided that, pending the Issuer may apply the remaining final application of any such Net Available Cash in accordance with clause (a)(3)(Da) or clause (b) above, Borrower and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Agreement. (c) For the purposes of clause (a)(2) of this Section 4.10. The Issuer Section, the following will not be required deemed to make an Excess Proceeds Offer for Notes be cash: (1) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of Borrower or a Restricted Subsidiary (other than Subordinated Indebtedness of Borrower or a Guarantor) and the release of Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale; (2) securities, notes or other obligations received by Borrower or any offer for Restricted Subsidiary of Borrower from the transferee that are converted by Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Sale; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; (4) consideration consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from persons who are not Borrower or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by Borrower or any Restricted Subsidiary in such Asset Sales having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10 if covenant that is at that time outstanding, not to exceed the Net Available Cash available therefor greater of $20.0 million and 1.5% of Total Assets (after application of with the proceeds as provided in clauses (a)(3)(A) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion fair market value of each Excess Proceeds Offer, item of Designated Non-Cash Consideration being measured at the amount of Allocable Excess Proceeds will be reset at zerotime received and without giving effect to subsequent changes in value).

Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration thereof from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, Temporary cash or Cash Investments or Additional AssetsEquivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be,: (Aa) first, to the extent the Company or any Restricted Subsidiary Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (i) to prepay prepay, repay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value purchase any Indebtedness of a Non-Guarantor or that is secured by a Lien (in each case, other than Indebtedness owed to the Company or any Restricted Subsidiary, other than Indebtedness that is either unsecured or is Pari Passu Debt or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto Payment Priority Obligations (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied Refinancing Indebtedness in accordance with clauses (A) and (Brespect thereof) within 366 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Company or any Restricted Subsidiary outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary to make an offer to purchase such Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this IndentureCash; provided, however, that that, in connection with any prepayment prepayment, repayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value purchase of Indebtedness pursuant to this clause (Aa), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid prepaid, repaid or repaidpurchased; or (ii) to prepay, purchasedrepay or purchase Pari Passu Indebtedness; provided further that, repurchased, redeemed, retired, defeased or otherwise acquired for value unless to the extent the Company redeems, repays or such Restricted Subsidiary can incur such repurchases Pari Passu Indebtedness on such date under pursuant to this Indenture; and provided further, that in the event of any Asset Disposition of Collateralclause (ii), the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07, through open-market purchases (to the extent such purchases are at or such Restricted Subsidiary shall (i) pledge any Additional Assets referred to in clause (B) above in favor 100% of the Notes and principal amount thereof) or by making an offer (ii) deposit any Net Available Cash, pending application in accordance with the above provisions, in bank accounts such that such Net Available Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged procedures set forth below for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant Offer) to clause (a)(3)(C) of this Section 4.10, the Issuer will be required all Holders to purchase their Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus the amount of accrued and but unpaid interest thereoninterest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currenciesthat would otherwise be prepaid; or (b) set forth in this Indenture. To to the extent that any portion the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of the amount of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash remains after compliance received by the Company or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition and (ii) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; and (4) if such Asset Disposition involves the disposition of Collateral, the Company or such Subsidiary has complied with the preceding sentence provisions of this Indenture and Section 3.09the Security Documents, provided that, pending the Issuer may apply the remaining final application of any such Net Available Cash in accordance with clause (a)(3)(Da) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.10(a) will be deemed to constitute “Excess Proceeds.” On the 366th day after the later of this Section 4.10. The Issuer an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will not within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in integral multiples of $1,000 (subject to minimum denominations of $150,000). (c) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer for by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such portion into U.S. dollars. (e) For the purposes of Section 4.10(a)(2), the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Company or a Restricted Subsidiary reflected (or, if no such balance sheet is available, that would be reflected) on the most recent balance sheet or the footnotes thereto (other than Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (2) securities, notes or other obligations received by the Company or any offer for Restricted Subsidiary of the Company from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10 if that is at that time outstanding, not to exceed the Net Available greater of $15.0 million and 2.25% of Total Assets (with the fair market value of each item of Designated Non-Cash available therefor Consideration being measured at the time received and without giving effect to subsequent changes in value). (after application f) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the proceeds as provided Exchange Act and any other securities laws and regulations (and the rules of any exchange on which the Notes are then listed) thereunder to the extent such laws or regulations (or exchange rules) are applicable in clauses connection with the repurchase of Notes pursuant to this Section 4.10. To the extent that the provisions of any securities laws or regulations (a)(3)(Aor exchange rules) conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations (or exchange rules) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will shall not be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect deemed to the Net Available Cash from any subsequent Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zerohave breached its obligations described in this Indenture by virtue thereof.

Sales of Assets and Subsidiary Stock. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition following the Restatement Effective Date unless: (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Borrower or such Restricted Subsidiary, as the case may be,, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined as of the date of contractually agreeing to such Asset Disposition) of the assets subject to such Asset Disposition; and (Aii) first, to at least 75% of the extent the Company or any Restricted Subsidiary elects (or is required consideration from such Asset Disposition received by the terms of any Indebtedness), to prepay Borrower or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company or any such Restricted Subsidiary, other than Indebtedness that as the case may be, is either unsecured in the form of cash or is Pari Passu Debt or Indebtedness that is subordinate or junior in right of payment to Cash Equivalents; provided that, without the Notes and the Note Guarantees; (B) second, to the extent prior consent of the balance Administrative Agent acting at the direction of Net Available Cash the Required Lenders, the Borrower may not effect one or more Asset Dispositions after application the Restatement Effective Date of assets having an aggregate Fair Market Value equal to or greater than $750,000,000. The Borrower shall determine in accordance with clause this Agreement the Fair Market Value of any consideration from such Asset Disposition that is not cash or Cash Equivalents. (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with b) Any Net Available Cash received by the Company Borrower or a any Restricted Subsidiary);Subsidiary from any Asset Disposition shall be applied at the Borrower’s election: (Ci) thirdin the case of any Asset Disposition by a Non-Guarantor Subsidiary or consisting of Capital Stock of a Non-Guarantor Subsidiary, to the extent repay Indebtedness of the balance a Non-Guarantor Subsidiary within 30 days of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash Cash, (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment ii) to reinvest in or purchase Additional Assets acquire assets (including Capital Stock or any capitalized expense related thereto shall have been entered into by such 366th day other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is or becomes a Restricted Subsidiary of the Borrower or that would constitute a Permitted Investment under clause (2) of the definition thereof) used or useful in a Related Business; provided that to the extent the assets subject to such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled)Asset Disposition were Collateral, to make an Excess Proceeds Offer such newly acquired assets shall also be Collateral, or (as defined in paragraph (b) of this Section 4.10iii) to purchase Notes pursuant to and subject to repay or prepay outstanding Loans hereunder, provided that the conditions set forth Borrower shall also effect a permanent reduction in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Company or any Restricted Subsidiary outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with the Notes or any Guarantee from the Company or any Restricted Subsidiary and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary to make an offer to purchase such Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced Commitments in an amount equal to the aggregate principal amount so permanently repaid or prepaid with such Net Available Cash. (c) All Net Available Cash that is not applied or repaid, purchased, repurchased, redeemed, retired, defeased invested (or otherwise acquired for value unless the Company committed pursuant to a written agreement to be applied or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; and invested) as provided further, that in the event of any Asset Disposition of Collateral, the Company or such Restricted Subsidiary shall subclause (i) pledge any Additional Assets referred to in clause (B) above in favor of the Notes and ), (ii) deposit or (iii) of Section 7.03(b) within 365 days after receipt (or in the case of any Net Available Cashamount committed to be so applied or reinvested, pending application which are not actually so applied or reinvested within 180 days following such 365 day period) will be applied by the Borrower in accordance with the above provisions, in bank accounts such that such Net Available Cash forms part Section 3.7(c) of the Collateral; provided that, in each case, if such assets (y) are required to be pledged for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19New Senior Secured Notes Indenture. (bd) In Pending the event final application of an Asset Disposition that requires the purchase of Notes pursuant to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in this Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and Section 3.09, the Issuer may apply the remaining such Net Available Cash in accordance with clause (a)(3)(DSection 3.7(c) of the New Senior Secured Notes Indenture, the Borrower or its Restricted Subsidiaries may temporarily reduce revolving indebtedness under any Debt Facility or otherwise invest such Net Available Cash in Cash Equivalents. (e) For the purpose of this Section 4.10. The Issuer will not covenant, the following are deemed to be required to make an Excess Proceeds Offer for Notes cash: (x) the assumption of Indebtedness or other liabilities of the Borrower (other than Disqualified Stock or Subordinated Obligations) or Indebtedness or other liabilities of any Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Guarantor) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or liabilities in connection with such Asset Disposition, (y) securities, notes or similar obligations received by the Borrower or any offer for Restricted Subsidiary from the transferee that are converted within 180 days by the Borrower or such Restricted Subsidiary into cash and (z) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value (determined in Good Faith by the Borrower), taken together with all other Indebtedness) Designated Non-cash Consideration received pursuant to this Section 4.10 if clause (z) that is at that time outstanding, not to exceed $50.0 million at the Net Available Cash available therefor (after application time of the proceeds as provided in clauses receipt of such Designated Non-cash Consideration (a)(3)(A) and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion Fair Market Value of each Excess Proceeds Offer, item of Designated Non-cash Consideration being measured at the amount of Allocable Excess Proceeds will be reset at zerotime received and without giving effect to subsequent changes in value).

Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, make consummate any Asset Disposition Sale unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (such fair market value to be determined as of the shares and assets subject date of contractually agreeing to such Asset Disposition;Sale) of the Capital Stock, property or assets sold or otherwise disposed in such Asset Sale (such fair market value (including the fair market value of all such non-cash consideration) shall be determined in good faith by an Officer of the Company (as evidenced by an Officer’s Certificate)); and (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied Sale received by the Company or such Restricted Subsidiary, as the case may be,, is in the form of cash, Cash Equivalents or Replacement Assets; provided that the following shall be deemed to be cash for purposes of this provision and for no other purpose (including specifically not for purposes of the definition of “Net Available Cash”): (Aa) first, to any liabilities (as reflected in the extent Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or any Restricted Subsidiary elects (other than liabilities that are by their terms subordinated to the Notes or is required the Note Guarantees) that are assumed by the terms transferee of any Indebtedness)such Capital Stock, to prepay property or repayassets and from which the Company and all Restricted Subsidiaries have been validly released from further liability therefor; (b) any securities, purchase, repurchase, redeem, retire, defease notes or otherwise acquire for value Indebtedness of other obligations received by the Company or any Restricted Subsidiary, other than Indebtedness Subsidiary from the transferee that is either unsecured or is Pari Passu Debt or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent are converted by the Company or such Restricted Subsidiary elects, into cash (to invest the extent of the cash received in Additional Assets such conversion) within 270 days following the closing of such Asset Sale; and (c) any Designated Non-cash Consideration received by the Company or any capitalized expense related of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by an Officer of the Company (as evidenced by an Officer’s Certificate)), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $40.0 million and (y) 12.5% of Consolidated EBITDA 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 without giving effect to subsequent changes in value). (b) Within 450 days from the later of the date of consummation of such Asset Sale or the receipt of the Net Available Cash from such Asset Sale, the Company or such Restricted Subsidiary, at its option, shall apply the Net Available Cash from such Asset Sale as follows: (1) to repay, prepay, defease, redeem, purchase or otherwise retire (and to reduce commitments with respect thereto in the case of revolving borrowings): (including a) Indebtedness or other obligations under the Senior Credit Facilities; (b) Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) that is secured by means a Lien (other than Indebtedness owed to a Restricted Subsidiary); or (c) Indebtedness of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations) that is secured by a Lien (other than Indebtedness owed to the Company or an Affiliate of the Company); (2) to repay, prepay, defease, redeem, purchase or otherwise retire (and to reduce commitments with Net Available Cash received by respect thereto in the case of revolving borrowings) Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is not the Company or a Note Guarantor; (3) to repay obligations under any other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations) (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary); (C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, ; provided that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Company or any Restricted Subsidiary outstanding on the date of such Excess Proceeds Offer that is pari passu in right of payment with shall either (x) reduce obligations, under the Notes on at least a pro rata basis as provided under Section 3.07, or any Guarantee from the Company through open market purchases or any Restricted Subsidiary and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the covenant described hereunder and requiring the Company and any Restricted Subsidiary to arm’s-length privately negotiated transactions or (y) make an offer to purchase such Indebtedness at substantially the same time as such Excess Proceeds Offer (the “Pari Passu Debt”); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (A), (C) or (D) above, other than in connection with Bank Indebtedness Incurred under any revolving facility the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value unless the Company or such Restricted Subsidiary can incur such Indebtedness on such date under this Indenture; and provided further, that in the event of any Asset Disposition of Collateral, the Company or such Restricted Subsidiary shall (i) pledge any Additional Assets referred to in clause (B) above in favor of the Notes and (ii) deposit any Net Available Cash, pending application in accordance with the above provisions, in bank accounts such that such Net Available Cash forms part of the Collateral; provided that, in each case, if such assets (y) are required to be pledged procedures set forth below for the benefit of the Existing Credit Facility or any other Pari Passu Lien Obligation or (z) would have been required to be pledged under Section 4.19. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant Sale Offer) to clause (a)(3)(C) of this Section 4.10, the Issuer will be required all Holders to purchase their Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus the amount of accrued and but unpaid interest thereoninterest, if any, thereon; (4) to the invest in, purchase date (subject or otherwise acquire Additional Assets or Replacement Assets, or to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures make payments (including prorating without limitation prepayments and progress payments) in the event of over-subscription and calculation connection with such investment, purchase or other acquisition; (5) to make capital expenditures; (6) to make any Permitted Investment; or (7) a combination of the principal amount foregoing; provided that pending the final application of Notes denominated in different currencies) set forth in this Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and Section 3.09, the Issuer may apply the remaining such Net Available Cash in accordance with clause (a)(3)(D1), (2), (3), (4), (5), (6) or (7) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that in the case of clause (4) or (5), a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash shall be applied to satisfy such commitment within 180 days of such 450-day period (an “Acceptable Commitment”), it being understood that if an Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then all such Net Available Cash not so applied shall constitute Excess Proceeds. Notwithstanding the foregoing, the 75% limitation referred to in clause (3) of this Section 4.10. The Issuer will 4.10(a) shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, if the proceeds before tax would have complied with the aforementioned 75% limitation. (c) Any Net Available Cash from Asset Sales that is not applied or invested as provided in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall be required to make an offer (“Asset Sale Offer”) to all Holders of Notes and to the extent required or permitted by the terms of other Pari Passu Indebtedness, to the holders of other Pari Passu Indebtedness outstanding, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so properly tendered and not withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds Offer for Notes (or any offer for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes, and the trustee or agent for the Pari Passu Indebtedness shall select the Pari Passu Indebtedness) , to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company may satisfy the foregoing obligation with respect to such Net Available Cash from an Asset Sale by making an Asset Sale Offer with respect to such Net Available Cash at any time prior to the expiration of the application period set forth in Section 4.10(b). The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Company shall purchase the principal amount of Notes and Pari Passu Indebtedness required to be purchased pursuant to this Section 4.10 (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date. Pending the final application of any Net Available Cash available therefor (after application of pursuant to this Section 4.10, the proceeds as provided in clauses (a)(3)(A) Company and (a)(3)(B)) is less than £40 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the its Restricted Subsidiaries may apply such Net Available Cash from temporarily to reduce Indebtedness or otherwise invest such Net Available Cash in any subsequent manner not prohibited by this Indenture. (d) On or before the Asset Disposition). Upon completion Sale Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of each Excess Proceeds Notes and Pari Passu Indebtedness or portions of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.10 and, in addition, the Company shall deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Indebtedness. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after termination of the Asset Sale Offer Period) mail or deliver to each tendering Holder of Notes an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon delivery of an Officer’s Certificate from the Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of Allocable Excess Proceeds will $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the Company shall take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted shall be reset at zeropromptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to the Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such compliance.