Common use of Notice and Offer Clause in Contracts

Notice and Offer. In the event that the Company or any Subsidiary (x) incurs Indebtedness not permitted pursuant to paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable), give written notice of such Unpermitted Debt Incurrence or Equity Issuance to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice.

Notice and Offer. In the event that the of a Disposition of assets by a Constituent Company or any Significant Subsidiary (x) incurs Indebtedness not permitted where the Constituent Companies are required, or have elected, to apply the Net Cash Proceeds of such Disposition pursuant to clause (B) of the second paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”of Section 10.4(c), the Company willshall, within ten (10) days after no later than the 335th day following the date of such Unpermitted Debt Incurrence or Equity Issuance (as applicable)Disposition, give written notice of such Unpermitted Debt Incurrence or Equity Issuance event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to each holder to prepay, at 100% of the election of each holder, a portion aggregate Ratable Portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on that portion of the amount to be so Notes then being prepaid accrued to the Sale of Assets Prepayment Date (subject to but, in any required pro rata sharing of such Net Cash Proceeds with case, without any Make-Whole Amount, the holders of other Senior Debt in accordance with the terms Ratable Portion of the Intercreditor Agreement) and (ii) shall specify a Notes of all series held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) that is ), which date shall not be less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice. Such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required sent to be made in respect each holder of any Equity Issuance if, at record of the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth Notes (40th) day after determined as of the date of such notice) and such notice shall also state (1) that such offer is being made pursuant to this Section 8.8 and that the failure by such holder to respond to such offer by the deadline established in Section 8.8(b) or to accept such offer with respect to all, but not less than all, of the Notes held by it shall result in such offer to such holder being deemed rejected; (2) the Ratable Portion of each such Note held by such holder offered to be prepaid; (3) the prepayment price of each Note as described in Section 8.8(b); (4) the interest that would be due on the Ratable Portion of each such Note offered to be prepaid, accrued to, but not including, the Sale of Assets Prepayment Date and (5) in reasonable detail, a description of the nature and the date of the Sale of Assets Prepayment Event giving rise to such offer of prepayment.

Notice and Offer. In the event that any member of the Company Group receives any Disposal Proceeds, Permitted Disposal Net Proceeds or any Subsidiary (x) incurs Indebtedness not permitted pursuant to paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”)Insurance Proceeds, the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable), Issuer shall give written notice of such Unpermitted Debt Incurrence or Equity Issuance thereof to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the a “Disposal Prepayment Offer”, “Permitted Disposal Net Proceeds Prepayment Offer” or “Insurance Prepayment Offer”, respectively) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash such Disposal Proceeds or Insurance Proceeds or such holder’s Permitted Disposal Pro Rata Portion of such Unpermitted Debt Incurrence or Equity IssuancePermitted Disposal Net Proceeds, as the case may beapplicable, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date specified in such notice (the “Disposal Prepayment Date”” (in the case of a Disposal Prepayment Offer or a Permitted Disposal Net Proceeds Prepayment Offer) or “Insurance Prepayment Date” (in the case of an Insurance Prepayment Offer)) that is not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice on which notice. If such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date date shall not be specified in such notice, the Disposal Prepayment Date or Insurance Prepayment Date, as applicable, shall be the Business Day that falls on or next following the fortieth (40th) 45th day after the date of such notice.

Notice and Offer. In the event that the Company or any Subsidiary of its Domestic Subsidiaries receives (x) incurs Indebtedness not permitted pursuant to Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6C (an “Unpermitted Debt Incurrence”), 6E) or (y) issues Net Cash Proceeds from any capital stock casualty insurance policies or other equity interests eminent domain, condemnation or similar proceeding (an a “Equity IssuanceCasualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of $5,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or $20,000,000 for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Debt Prepayment Transfer”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable)of the occurrence thereof, give written notice of such Unpermitted Debt Incurrence or Equity Issuance Prepayment Transfer to each holder of Notes. Such Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Unpermitted Debt Incurrence or Equity Issuance, as the case may bePrepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Issuers shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds are reinvested in assets then used or usable in the business of the Issuers and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.

Notice and Offer. In the event that of a Disposition of assets by the Company or any Significant Subsidiary (x) incurs Indebtedness not permitted where the Company has elected to apply the Net Cash Proceeds of such Disposition pursuant to clause (B) of the second paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”of Section 10.4(c), the Company willshall, within ten (10) days after no later than the 335th day following the date of such Unpermitted Debt Incurrence or Equity Issuance (as applicable)Disposition, give written notice of such Unpermitted Debt Incurrence or Equity Issuance event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to each holder to prepay, at 100% of the election aggregate Ratable Portion of each the Notes held by such holder, a together with interest on that portion of the Notes then being prepaid accrued to the Sale of Assets Prepayment Date but, in any case, without any Make-Whole Amount, the Ratable Portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of date specified in such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date notice (the “Sale of Assets Prepayment Date”) that is ), which date shall be a Business Day not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice. Such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required sent to be made in respect each holder of any Equity Issuance if, at record of the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth Notes (40th) day after determined as of the date of such notice) and such notice shall also state (1) that such offer is being made pursuant to this Section 8.8 and that the failure by such holder to respond to such offer by the deadline established in Section 8.8(b) or to accept such offer with respect to all, but not less than all, of the Notes held by it shall result in such offer to such holder being deemed rejected; (2) the Ratable Portion of each such Note held by such holder offered to be prepaid; (3) the prepayment price of each Note as described in Section 8.8(b); (4) the interest that would be due on the Ratable Portion of each such Note offered to be prepaid, accrued to, but not including, the Sale of Assets Prepayment Date and (5) in reasonable detail, a description of the nature and the date of the Sale of Assets Prepayment Event giving rise to such offer of prepayment.

Notice and Offer. In the event that the Company or any Subsidiary of its Domestic Subsidiaries receives (x) incurs Indebtedness not permitted pursuant to Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6C (an “Unpermitted Debt Incurrence”), 6E) or (y) issues Net Cash Proceeds from any capital stock casualty insurance policies or other equity interests eminent domain, condemnation or similar proceeding (an a “Equity IssuanceCasualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of $5,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or $20,000,000 for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Debt Prepayment Transfer”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable)of the occurrence thereof, give written notice of such Unpermitted Debt Incurrence or Equity Issuance Prepayment Transfer to each holder of Notes. Such Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Unpermitted Debt Incurrence or Equity Issuance, as the case may bePrepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Issuers shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the Second Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Issuers and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.”

Notice and Offer. In the event that the of a Disposition of assets by a Constituent Company or any Significant Subsidiary (x) incurs Indebtedness not permitted where the Constituent Companies have elected to apply the Net Cash Proceeds of such Disposition pursuant to clause (B) of the second paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”of Section 10.4(c), the Company willshall, within ten (10) days after no later than the 335th day following the date of such Unpermitted Debt Incurrence or Equity Issuance (as applicable)Disposition, give written notice of such Unpermitted Debt Incurrence or Equity Issuance event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to each holder to prepay, at 100% of the election aggregate Ratable Portion of each the Notes held by such holder, a together with interest on that portion of the Notes then being prepaid accrued to the Sale of Assets Prepayment Date but, in any case, without any Make-Whole Amount, the Ratable Portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of date specified in such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date notice (the “Sale of Assets Prepayment Date”) that is ), which date shall be a Business Day not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice. Such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required sent to be made in respect each holder of any Equity Issuance if, at record of the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Prepayment Date shall not be specified in such notice, the Prepayment Date shall be the Business Day that falls on or next following the fortieth Notes (40th) day after determined as of the date of such notice) and such notice shall also state (1) that such offer is being made pursuant to this Section 8.8 and that the failure by such holder to respond to such offer by the deadline established in Section 8.8(b) or to accept such offer with respect to all, but not less than all, of the Notes held by it shall result in such offer to such holder being deemed rejected; (2) the Ratable Portion of each such Note held by such holder offered to be prepaid; (3) the prepayment price of each Note as described in Section 8.8(b); (4) the interest that would be due on the Ratable Portion of each such Note offered to be prepaid, accrued to, but not including, the Sale of Assets Prepayment Date and (5) in reasonable detail, a description of the nature and the date of the Sale of Assets Prepayment Event giving rise to such offer of prepayment.

Notice and Offer. In the event that the Company or any Subsidiary of either (xi) incurs Indebtedness not permitted pursuant to paragraph 6C (an “Unpermitted Debt Incurrence”)a Change in Control, or (yii) issues any capital stock or other equity interests (an “Equity Issuance”)the obtaining of actual knowledge of a Control Event by a Senior Financial Officer, the Company will, within ten (10) days after five Business Days of the occurrence of either of such Unpermitted Debt Incurrence or Equity Issuance (as applicable)events, give written notice of such Unpermitted Debt Incurrence Change in Control or Equity Issuance Control Event to each holder of NotesNotes by facsimile transmission and, simultaneously with the sending of such facsimile notice, send a copy of such notice to each such holder via an overnight courier of national reputation. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to prepayprepay all, at the election of each holderbut not less than all, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date specified in such notice (the “"Control Prepayment Date”") that is not less than thirty (30) 60 days and not more than sixty (60) 90 days after the date of such notice, provided that, in the case of a Control Event that does not give rise to a Change in Control, such notice shall be null and void and in the case of a Control Event that does give rise to a Change in Control which shall occur more than 90 days following the date the written notice required by this Section 8.6(a) must be given, the Control Prepayment Date may be delayed by the Company to a date not later than the date on which the Change in Control arising from such prepayment is to Control Event shall actually be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note consummated or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuancefinalized. If the Control Prepayment Date shall not be specified in such notice, the Control Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) 60th day after the date of such notice; it being understood by the parties hereto, for purposes of the avoidance of doubt, that any such notice shall be dated the date on which it is first given to the holders of Notes and that all notices to all holders of Notes shall bear the same date. If the Company shall not have received a written response to such written notice from any holder of Notes within 10 days after the date of the facsimile transmission of such notice to such holder, the Company shall use its best efforts to send a second written notice via an overnight courier of national reputation to such holder of Notes but shall be under no obligation to do so.

Notice and Offer. In the event that the Company or any Subsidiary of its Domestic Subsidiaries receives (x) incurs Indebtedness not permitted pursuant to Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6C (an “Unpermitted Debt Incurrence”), 6E) or (y) issues Net Cash Proceeds from any capital stock casualty insurance policies or other equity interests eminent domain, condemnation or similar proceeding (a “Casualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of [$5,000,000] (A) $15,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or [$20,000,000] (B) as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined as of such date on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Equity IssuanceDebt Prepayment Transfer”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable)of the occurrence thereof, give written notice of such Unpermitted Debt Incurrence or Equity Issuance Prepayment Transfer to each holder of Notes. Such Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Unpermitted Debt Incurrence or Equity Issuance, as the case may bePrepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Issuers shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the [Second]Fourth Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Issuers and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.

Notice and Offer. In the event that the Company or any Subsidiary of its Domestic Subsidiaries receives (x) incurs Indebtedness not permitted pursuant to Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6C (an “Unpermitted Debt Incurrence”), 6E) or (y) issues Net Cash Proceeds from any capital stock casualty insurance policies or other equity interests eminent domain, condemnation or similar proceeding (a “Casualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of [$5,000,000](A) $15,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or [$20,000,000] (B) as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined as of such date on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Equity IssuanceDebt Prepayment Transfer”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable)of the occurrence thereof, give written notice of such Unpermitted Debt Incurrence or Equity Issuance Prepayment Transfer to each holder of Notes. Such Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Unpermitted Debt Incurrence or Equity Issuance, as the case may bePrepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Issuers shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the [Second]Fourth Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Issuers and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.

Notice and Offer. In the event that the Company or any Subsidiary of its Domestic Subsidiaries receives (x) incurs Indebtedness not permitted pursuant to Net Cash Proceeds from any Asset Disposition (other than from a sale or disposal of the types described in clauses (a) and (b) of paragraph 6C (an “Unpermitted Debt Incurrence”), 6E) or (y) issues Net Cash Proceeds from any capital stock casualty insurance policies or other equity interests eminent domain, condemnation or similar proceeding (an a “Equity IssuanceCasualty Event”) that, with respect to clauses (x) and (y), results in Net Cash Proceeds in excess of $5,000,000 for any such single Asset Disposition (or series of related Asset Disposition) or for any single Casualty Event or $20,000,000 for all such Asset Dispositions or Casualty Events from the date hereof through the maturity date of the Notes (each, a “Debt Prepayment Transfer”), the Company will, within ten (10) days after such Unpermitted Debt Incurrence or Equity Issuance (as applicable)of the occurrence thereof, give written notice of such Unpermitted Debt Incurrence or Equity Issuance Prepayment Transfer to each holder of Notes. Such Subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement and subject to the right of reinvestment set forth in the proviso below, such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Unpermitted Debt Incurrence or Equity Issuance, as the case may bePrepayment Transfer, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date (subject to any required pro rata sharing of such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice on which such prepayment is to be made; provided, however, that no such Prepayment Offer shall be required to be made in respect of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after the date of such notice; provided that the Obligors shall not be required to make a Transfer Prepayment Offer with respect to Net Cash Proceeds from any Debt Prepayment Transfer to the extent such Net Cash Proceeds (x) to the extent required to be applied to repay or provide cash collateral for Indebtedness under the Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the Fifth Amendment Effective Date, arise from (1) sales of assets by the Dent-A-Med Entities or (2) any casualty insurance policies or eminent domain, condemnation or similar proceedings if the beneficiary under any such policy or the party to any such proceedings is any Dent-A-Med Entity, or (y) are reinvested in assets then used or usable in the business of the Obligors and their Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and are actually reinvested within 360 days following receipt thereof.”

Notice and Offer. In the event that of a Disposition of any assets of the Company or any Significant Subsidiary (x) incurs Indebtedness not permitted where the Company is required to or has elected to apply the Net Cash Proceeds of such Disposition pursuant to clause (B) of the second paragraph 6C (an “Unpermitted Debt Incurrence”), or (y) issues any capital stock or other equity interests (an “Equity Issuance”of Section 10.2(d), the Company willshall, within ten (10) days after no later than the 350th day following the date of such Unpermitted Debt Incurrence or Equity Issuance (as applicable)Disposition, give written notice of such Unpermitted Debt Incurrence or Equity Issuance event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such written notice shall (i) contain, and such written notice shall constitute, an irrevocable offer (the “Prepayment Offer”) to prepay, at 100% of the election aggregate Ratable Portion of the Notes of each holderholder that has accepted such offer, together with interest on that portion of the Notes then being prepaid accrued to the Sale of Assets Prepayment Date but, in any case, without any Make-Whole Amount, a portion Ratable Portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Net Cash Proceeds of such Unpermitted Debt Incurrence or Equity Issuance, as the case may be, together with interest on the amount to be so prepaid accrued to the Prepayment Date (subject to any required pro rata sharing of date specified in such Net Cash Proceeds with the holders of other Senior Debt in accordance with the terms of the Intercreditor Agreement) and (ii) shall specify a date notice (the “Sale of Assets Prepayment Date”) that is ), which date shall not be less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice. Such notice on which shall also state (1) that such prepayment offer is being made pursuant to this Section 8.8 and that the failure by a holder to respond to such offer by the deadline established in Section 8.8(b) shall result in such offer to such holder being deemed rejected; (2) the Ratable Portion of each such Note offered to be madeprepaid; provided, however, (3) the prepayment price of each Note as described in Section 8.8(b); (4) the interest that no would be due on the Ratable Portion of each such Prepayment Offer shall be required Note offered to be made in respect prepaid, accrued to, but not including, the Sale of any Equity Issuance if, at the time such Equity Issuance is consummated, no loan agreement, credit agreement, note purchase agreement, promissory note or other similar documentation evidencing any Senior Debt, similarly requires that such Senior Debt be repaid or prepaid in connection with any such Equity Issuance. If the Assets Prepayment Date shall not be specified and (5) in such noticereasonable detail, a description of the Prepayment Date shall be the Business Day that falls on or next following the fortieth (40th) day after nature and the date of the Sale of Assets Prepayment Event giving rise to such noticeoffer of prepayment.