Common use of Asset Sale Offer Clause in Contracts

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).

Asset Sale Offer. (a) Within 450 days after The Indenture imposes certain limitations on the Agent’s receipt ability of the Net Proceeds of any Issuer and its Restricted Subsidiaries to make Asset Sales. In the event the proceeds from a permitted Asset Sale of Term Loan First Lien Collateralare not applied as specified in the Indenture, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) Issuer will be required to make an offer Asset Sale Offer to purchase to the Lenders to prepay Loans or (B) to make an offer to purchaseextent of such remaining proceeds each Holder’s Notes together, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; providedat the Issuer’s option, however, that in connection with any prepayment, repayment or purchase holders of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or certain other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus accrued interest (if any) to the amount Asset Sale Offer Payment Date, as more fully set forth in the Indenture. Collateral Asset Sale. The Indenture imposes certain limitations on the ability of accrued the Issuer and unpaid interest on its Restricted Subsidiaries to make Collateral Asset Sales and Partial Collateral Asset Sales. The Indenture provides that if the Issuer makes a Collateral Asset Sale, the Net Cash Proceeds therefrom will be immediately applied to make an Asset Sale Offer. In the event the proceeds from a permitted Partial Collateral Asset Sale are not applied as specified in the Indenture, the Issuer will be required to make an Asset Sale Offer to purchase to the extent of such remaining proceeds each Holder’s Notes together, at the Issuer’s option, with holders of certain other Indebtedness, at 100% of the principal amount of Loans to be prepaid; or thereof, plus accrued interest (iiif any) to acquire Additional Assets; providedthe Asset Sale Offer Payment Date, howeveras more fully set forth in the Indenture. Event of Loss. The Indenture provides that if the Issuer or a Restricted Subsidiary suffers an Event of Loss, that the Net Cash Proceeds therefrom will be paid directly by the party providing such Additional Assets are concurrently with their acquisition added Net Cash Proceeds to the Collateral securing and Intercreditor Agent. As any portion or all of the Secured Obligations Net Cash Proceeds from any such Event of Loss are received by the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, as specified in the Indenture. In the event that the Issuer elects to restore the relevant Collateral, within 180 days of receipt of such Net Cash Proceeds from an Event of Loss, the Issuer will, among other obligations, have 360 days from the date of such binding commitment to complete such restoration. The Issuer will take such action, at its sole expense, as may be required to ensure that the Collateral and Intercreditor Agent has, from the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance with the provisions terms of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement)Indenture.

Asset Sale Offer. (a) Within 450 days after To the Agent’s receipt extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or Event of Term Loan First Lien CollateralLoss are not applied as described in the respective paragraphs set forth above on or prior to the last day (the “Asset Sale Offer Trigger Date”) for the application of such proceeds therefor (including in the case of an Event of Loss, the election to apply), the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to will make an offer to prepay the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an “Asset Sale Offer) ”), at a purchase price equal to all Lenders to prepay their Loans at 100% of the principal amount thereofof the Loans to be prepaid, plus the amount of accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders on the a pro rata basis, that principal amount of Loans to be prepaid; or (ii) prepaid equal to acquire Additional Assets; providedsuch unapplied Net Cash Proceeds. The offer to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20 Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events of Loss equal to or in excess of $10 million. At that such Additional Assets are concurrently with their acquisition added time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10 million, will be applied as required pursuant to the Collateral securing the Secured Obligations this Section 5.06 in accordance with the provisions Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending application in accordance with this Section 5.11 5.06, Net Cash Proceeds will be invested in Cash Equivalents. Within 20 days following an Asset Sale Offer Trigger Date, the Borrower shall deliver to each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added Asset Sale Offer relates to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Cash Proceeds of any Collateral, the Collateral and Intercreditor Agent, offering to prepay the Loans as described above. Each Asset Sale Offer Notice shall state, in addition to the things specified in the definition thereof, the purchase date, which must be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date the Asset Sale Offer Notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan prepaid in whole or in part in integral multiples of Term $1,000, and shall notify the Borrower of its acceptance thereof and, if relevant, the portion of its Loan First Lien Collateral to acquire Additional Assets pursuant which such acceptance applies. On the Asset Sale Offer Payment Date, the Borrower will, to clause (ii) the extent lawful, prepay the relevant portion of each Loan as to which such Asset Sale Offer has been accepted on the terms specified in this paragraph (aSection 5.06(e), such 450-day period will be extended . To the extent that Lenders accept an Asset Sale Offer with respect to Loans (or portions thereof) in an aggregate amount exceeding the available amount of unapplied Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlierCash Proceeds, the date Borrower will prepay all applicable Loans on a pro rata basis (based on amounts tendered). If only a portion of termination a Loan is prepaid pursuant to an Asset Sale Offer, a new Note with respect to such Loan in a principal amount equal to the portion thereof remaining outstanding may, at the option of the relevant Lender, be issued in the name of such agreement).Lender upon cancellation of the Note theretofore held by such Lender. Notwithstanding anything to the contrary in this Section 5.06, at the Borrower’s option, the Borrower may:

Asset Sale Offer. The Company shall not, and shall not permit any of its Subsidiaries to, engage in an Asset Sale in excess of $1,000,000 unless (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from Intercreditor Agreement is in effect and does not prohibit such Asset Sale and expressly provides that the Trustee has no right to restrict or permit, or approve or disapprove, such Asset Sale, or (b) in all other cases (i) the Company (Aor the Subsidiary, as the case may be) to make an offer receives consideration at the time of such Asset Sale at least equal to the Lenders to prepay Loans or (B) to make an offer to purchasefair market value, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, and in the case of obligations under revolving credit facilities or a lease of assets, a lease providing for rent and other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed conditions which are no less favorable to the Borrower Company (or the Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a Restricted Subsidiary); providedresolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, further, however, that if (ii) at least 75% (100% in the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, case of lease payments) of the Borrower consideration therefor received by the Company or such Restricted Subsidiary will, equally and ratably, reduce is in the form of cash or Cash Equivalents; provided that the amount of Indebtedness outstanding under this Agreement byany notes or other obligations received by the Company or any such Subsidiary from such transferee that are promptly, at its optionbut in no event more than 30 days after receipt, converted by the Company or such Subsidiary into cash (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent of the cash received), shall be deemed to be cash for purposes of this provision, (iii) subject to the Intercreditor Agreement, if such Additional Assets constitute Asset Sale involves the Capital Stock disposition of any PersonCollateral, the assets Company or such Subsidiary has complied with Articles 10 and 11 of such Person that the Indenture, and (iv) the Company or the Subsidiary, as the case may be used or useful be, applies the Net Proceeds as provided in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added following paragraph. Subject to the Collateral securing the Secured Obligations. Notwithstanding the foregoingIntercreditor Agreement, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply any such Net Proceeds may, at the option of any the Company, be applied within 180 days of the related Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).as follows:

Asset Sale Offer. (a) Within 450 days after Upon the Agent’s receipt consummation of the Net Proceeds of any an Asset Sale of Term Loan First Lien Collateral, the Borrower shall apply, or the applicable cause such Restricted Subsidiary mayto apply, at its option, apply the Net Cash Proceeds from relating to such Asset Sale within 365 days of receipt thereof either (i) (Ai)(A) to make an offer to the Term Lenders to prepay Term Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any such Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Term Loans in 57 accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Term Lenders to prepay their Term Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Term Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Additional Assets are concurrently with their acquisition added to Restricted Subsidiary by the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets end of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450365-day period the Borrower or a Restricted Subsidiary enters has entered into a definitive binding agreement committing under which it is contractually committed to apply reinvest in Productive Assets and such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a)investment is consummated within 120 days from the date on which such binding agreement is entered into and, such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required investment, the reference to the 366th day after an Asset Sale in the second sentence of Section 2.20(c) shall be deemed to be applied in accordance with a reference to the 121st day after the date on which such binding agreement is entered into (but only if such extension will in no event be for 121st day occurs later than such 366th day)), or (iii) a period longer than 180 dayscombination of prepayment and investment permitted by the foregoing clauses (i) and (or, if earlier, the date of termination of such agreementii).

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt by a Co-Borrower or Restricted Subsidiary of the Net Proceeds of any Asset Sale of Term Loan First Lien CollateralCollateral that occurs on or after the Closing Date (other than any Excess Designated Proceeds), the applicable Co-Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make an offer to the Lenders to prepay Term Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations other Indebtedness secured by a Permitted Collateral Lienthe Collateral; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the such Co-Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the a Co-Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower Co-Borrowers or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligationsother Indebtedness, the such Co-Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its their option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).of

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of any Asset Sale of Term Loan First Lien Collateral, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Any Net Proceeds from such Asset Sales that are not applied or invested as provided in the second paragraph of Section 4.10(a) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds US$5,000,000, within five days thereof, the Company shall make an Asset Sale (i) (A) Offer to make an offer all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to the Lenders to prepay Loans or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that those set forth in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments Indenture with respect thereto (other than obligations owed to offers to purchase or redeem with the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount proceeds of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans sales of assets in accordance with Section 2.08 or (II) making an 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at the offer (price specified in accordance with the procedures set forth below for an next sentence. The offer price in any Asset Sale Offer) Offer will be equal to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Loans Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be prepaid; or (ii) to acquire Additional Assets; providedpurchased on a pro rata basis in accordance with applicable depositary procedures. Upon completion of each Asset Sale Offer, however, that such Additional Assets are concurrently the amount of Excess Proceeds will be reset at zero. The Company shall comply with their acquisition added the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the Collateral securing extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the Secured Obligations in accordance extent that the provisions of any securities laws or regulations conflict with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person3.09 hereof or this Section 4.10, the assets Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement)compliance.

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt The Company shall not, and shall not permit any of the Net Proceeds of any its Subsidiaries to, engage in an Asset Sale in excess of Term Loan First Lien Collateral, $1,000,000 unless (i) the Borrower Company (or the applicable Restricted Subsidiary maySubsidiary, as the case may be) receives consideration at its option, apply the Net Proceeds from time of such Asset Sale (i) (A) to make an offer at least equal to the Lenders to prepay Loans or (B) to make an offer to purchasefair market value, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, and in the case of obligations under revolving credit facilities a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or other similar Indebtednessthe Subsidiary, shall correspondingly permanently reduce commitments with as the case may be) in any material respect thereto than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of the Company or any Subsidiary (other than obligations owed to liabilities that are by their terms subordinated to, or pari passu with, the Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower Notes or any Restricted Subsidiary shall so reduce obligations under Guarantee thereof) that are assumed by the transferee of any such Other Pari Passu Lien Obligationsassets and (y) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Borrower Company or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, into cash (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent of the cash received), shall be deemed to be cash for purposes of this provision, (iii) if such Additional Assets constitute Asset Sale involves the Capital Stock disposition of any PersonCollateral, the assets Company or such Subsidiary has complied with Articles 10 and 11 of such Person that the Indenture, and (iv) the Company or the Subsidiaries, as the case may be used or useful be, applies the Net Proceeds as provided in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligationsfollowing paragraph. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply Any such Net Proceeds shall be applied within 360 days of any the related Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).as follows:

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

Asset Sale Offer. (a) Within 450 days after the Agent’s receipt of the Net Proceeds of If Premier or a Restricted Subsidiary consummates any Asset Sale Sales, when the aggregate amount of Term Loan First Lien CollateralExcess Proceeds exceeds $5.0 million, the Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to make Issuers will commence an offer to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Lenders Notes containing provisions similar to prepay Loans those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (Ban "ASSET SALE OFFER") pursuant to make Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including Additional Notes) and other PARI PASSU Indebtedness, as applicable, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to purchase100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, prepay or permanently reduce Other Pari Passu Lien Obligations secured by a Permitted Collateral Lien; providedif any, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the Borrower or a Restricted Subsidiary); provideddate fixed for the closing of such offer, further, however, that if the Borrower or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligations, the Borrower or such Restricted Subsidiary will, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by, at its option, (I) prepaying Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for in the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) and other PARI PASSU Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, Premier (or such Restricted Subsidiary) to all Lenders to prepay their Loans at 100% of may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount thereof, plus of Notes (including Additional Notes) and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of accrued Excess Proceeds, the Trustee shall select the Notes and unpaid interest on the principal amount of Loans other PARI PASSU Indebtedness to be prepaid; or (ii) purchased on a PRO RATA basis. Holders of Notes that are the subject of an offer to acquire Additional Assets; provided, however, that purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Additional Assets are concurrently with their acquisition added Notes purchased by completing the form entitled "OPTION OF HOLDER TO ELECT PURCHASE" attached to the Collateral securing the Secured Obligations in accordance with the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement)Notes.

Asset Sale Offer. (a) . (a) Within 450 days after the Agent’s receipt by a Co-Borrower or Restricted Subsidiary of the Net Proceeds of any Asset Sale of Term Loan First Lien CollateralCollateral that occurs on or after the Original Closing Date, the applicable Co-Borrower or the applicable Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i) (A) to prepay or make an offer to the Lenders to prepay Loans in accordance with Section 2.08 or (B) to make an offer to purchase, prepay or permanently reduce Other Pari Passu Lien Obligations other Indebtedness secured by a Permitted Collateral Lienthe Collateral; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the such Co-Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and, in the case of obligations under revolving credit facilities or other similar Indebtedness, shall correspondingly permanently reduce commitments with respect thereto (other than obligations owed to the a Co-Borrower or a Restricted Subsidiary); provided, further, however, that if the Borrower Co-Borrowers or any Restricted Subsidiary shall so reduce obligations under any such Other Pari Passu Lien Obligationsother Indebtedness, the such Co-Borrower or such Restricted Subsidiary will, equally and ratably, reduce or offer to reduce the amount of Indebtedness outstanding under this Agreement by, at its their option, (I) prepaying or making any offer to prepay Loans in accordance with Section 2.08 or (II) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the principal amount of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however, that such Additional Assets are concurrently with their acquisition added to the Collateral securing the Secured Obligations in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, and provided, further, that to the extent such Additional Assets constitute the Capital Stock of any Person, the assets of such Person that may be used or useful in a Similar Business are, in accordance with and to the extent required by the provisions of Section 5.11 and the Collateral Documents, concurrently with the acquisition added to the Collateral securing the Secured Obligations. Notwithstanding the foregoing, if during such 450-day period the a Co-Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds of any Asset Sale of Term Loan First Lien Collateral to acquire Additional Assets pursuant to clause (ii) of this paragraph (a), such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).

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