EXCEED 10% OF ADJUSTED
CONSOLIDATED NET TANGIBLE ASSETS, DETERMINED AS OF THE DATE CLOSEST TO THE
COMMENCEMENT OF SUCH 12-MONTH PERIOD FOR WHICH A CONSOLIDATED BALANCE SHEET OF
HOLDINGS HAS BEEN FILED WITH THE SEC OR PROVIDED TO THE ADMINISTRATIVE AGENT,
THEN HOLDINGS SHALL OR SHALL CAUSE THE RELEVANT SUBSIDIARY TO:
(I)
WITHIN TWELVE MONTHS AFTER THE DATE NET PROCEEDS SO RECEIVED
EXCEED 10% OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS, (A) APPLY AN AMOUNT
EQUAL TO THE AMOUNT OF SUCH NET PROCEEDS IN EXCESS OF 10% OF ADJUSTED
CONSOLIDATED NET TANGIBLE ASSETS TO PERMANENTLY REPAY SENIOR DEBT OR ANY
INDEBTEDNESS OF ANY SUBSIDIARY OF HOLDINGS, OTHER THAN A SUBSIDIARY GUARANTOR,
IN EACH CASE OWING TO A PERSON OTHER THAN
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HOLDINGS OR ANY OF ITS SUBSIDIARIES; OR (B) INVEST, INCLUDING BY WAY OF CAPITAL
EXPENDITURE OR ACQUISITION OF CAPITAL STOCK OR ASSETS, AN EQUAL AMOUNT, OR THE
AMOUNT NOT SO APPLIED PURSUANT TO CLAUSE (A) (OR ENTER INTO A DEFINITIVE
AGREEMENT COMMITTING TO SO INVEST WITHIN TWELVE MONTHS AFTER THE DATE OF SUCH
AGREEMENT), IN PROPERTY OR ASSETS (OTHER THAN CURRENT ASSETS) OF A NATURE OR
TYPE OR THAT ARE USED IN A BUSINESS (OR IN A PERSON HAVING PROPERTY AND ASSETS
OF A NATURE OR TYPE, OR ENGAGED IN A BUSINESS) RELATED, ANCILLARY, OR
COMPLEMENTARY TO THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES EXISTING ON THE
DATE OF SUCH INVESTMENT; AND
(II)
APPLY, NO LATER THAN THE END OF LATER OF (X) THE 12-MONTH PERIOD
REFERRED TO IN CLAUSE (I) ABOVE OR (Y) THE ADDITIONAL PERIOD REFERRED TO IN
PARAGRAPH (B) OF CLAUSE (I), SUCH NET PROCEEDS (TO THE EXTENT NOT APPLIED
PURSUANT TO CLAUSE (I)) AS PROVIDED IN CLAUSE (C) OF THIS SECTION 8.5.
(C)
IF, AS OF THE FIRST DAY OF ANY CALENDAR MONTH, THE AGGREGATE AMOUNT OF
EXCESS PROCEEDS NOT THERETOFORE SUBJECT TO AN OFFER TO REPAY PURSUANT TO THIS
SECTION 8.5 TOTALS AT LEAST $10,000,000, AFTER MAKING ANY MANDATORY PREPAYMENTS
OR PREPAYMENTS IN CONNECTION WITH OFFERS TO PURCHASE REQUIRED PURSUANT TO THE
EXISTING CREDIT AGREEMENT OR PERMITTED REFINANCING INDEBTEDNESS IN RESPECT
THEREOF OR THE EXISTING SECURED NOTES OR PERMITTED REFINANCING INDEBTEDNESS IN
RESPECT THEREOF, THE BORROWER MUST COMMENCE AN OFFER TO REPAY (AN "ASSET SALE
OFFER"), NO LATER THAN THE FIFTEENTH BUSINESS DAY OF SUCH MONTH, AND CONSUMMATE
SUCH ASSET SALE OFFER WITH THE LENDERS, AND IF REQUIRED BY THE TERMS OF ANY
INDEBTEDNESS THAT IS PARI PASSU WITH THE LOANS, INCLUDING THE EXISTING SECURED
NOTES ("PARI PASSU INDEBTEDNESS"), WITH THE HOLDERS OF SUCH PARI PASSU
INDEBTEDNESS ON A PRO RATA BASIS, AN AGGREGATE PRINCIPAL AMOUNT OF LOANS, AND
PARI PASSU INDEBTEDNESS, IF ANY, EQUAL TO THE EXCESS PROCEEDS ON SUCH DATE, AT A
PRICE EQUAL TO 100% OF THE PRINCIPAL AMOUNT THEREOF, PLUS, IN EACH CASE, ACCRUED
AND UNPAID INTEREST, IF ANY, TO THE PAYMENT DATE, PLUS, IF SUCH OFFER TO REPAY
PURSUANT TO THIS SECTION 8.5 OCCURS ON OR PRIOR TO THE FIRST ANNIVERSARY OF THE
CLOSING DATE, AN AMOUNT EQUAL TO