ABL LOANS AS,
AND TO THE EXTENT, REQUIRED BY ANY "CASH SWEEP" PROVISIONS IN THE ABL CREDIT
AGREEMENT, OR (B) SO LONG AS NO EVENT OF DEFAULT THEN EXISTS, TO ACQUIRE
ADDITIONAL ASSETS; PROVIDED, HOWEVER, THAT, IF THE ASSETS SUBJECT TO THE
RESPECTIVE ASSET SALE OR CASUALTY EVENT CONSTITUTED TL PRIORITY COLLATERAL, ANY
SUCH ADDITIONAL ASSETS SO ACQUIRED SHALL CONSTITUTE TL PRIORITY COLLATERAL AND
CONCURRENTLY WITH THEIR ACQUISITION SHALL BE ADDED TO THE COLLATERAL SECURING
THE SECURED OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.11 AND
THE COLLATERAL DOCUMENTS, AND PROVIDED, FURTHER, THAT TO THE EXTENT SUCH
ADDITIONAL ASSETS CONSTITUTE THE CAPITAL STOCK OF ANY PERSON THAT IS REQUIRED TO
BECOME A GUARANTOR PURSUANT TO THE COLLATERAL AND GUARANTEE REQUIREMENT AND
SECTION 6.11, THE ASSETS OF SUCH PERSON THAT MAY BE USED OR USEFUL IN A SIMILAR
BUSINESS ARE, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.11 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 OR
CASUALTY EVENT TO ACQUIRE ADDITIONAL ASSETS PURSUANT TO CLAUSE (B) OF THIS
SECTION 2.05(C), THEN, SO LONG AS NO EVENT OF DEFAULT THEN EXISTS, 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).
(II)
ANY NET PROCEEDS FROM THE ASSET SALE OR
THE CASUALTY EVENT, AS THE CASE MAY BE, THAT ARE NOT INVESTED OR APPLIED AS
PROVIDED AND WITHIN THE TIME PERIOD SET FORTH IN SECTION 2.05(C)(I) WILL BE
DEEMED TO CONSTITUTE "EXCESS PROCEEDS". WHEN THE AGGREGATE AMOUNT OF EXCESS
PROCEEDS EXCEEDS $50,000,000, THE BORROWER SHALL (X) MAKE AN OFFER WITHIN TEN
(10) BUSINESS DAYS AFTER THE DATE THAT EXCESS PROCEEDS EXCEED $50,000,000 TO ALL
LENDERS IN ACCORDANCE WITH THE PROCEDURES SET FORTH BELOW FOR AN ASSET
SALE/CASUALTY EVENT OFFER, TO PREPAY THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF
LOANS THAT IS AN INTEGRAL MULTIPLE OF $1,000 THAT MAY BE PURCHASED OUT OF THE
EXCESS PROCEEDS AT A PREPAYMENT PRICE IN CASH EQUAL TO 100% OF THE PRINCIPAL
AMOUNT THEREOF, PLUS ACCRUED AND UNPAID INTEREST TO THE DATE OF PREPAYMENT IN
ACCORDANCE WITH THE TERMS CONTEMPLATED IN THIS SECTION 2.05(C); AND (Y) PREPAY
ALL THE LOANS OF LENDERS PROPERLY ACCEPTING SUCH OFFER OF PREPAYMENT IN
ACCORDANCE WITH SUCH ASSET SALE/CASUALTY EVENT OFFER (SUBJECT TO THE PRORATION
PROVISIONS SET FORTH IN PARAGRAPH (V) OF THIS SECTION 2.05(C)). THE BORROWER
MAY SATISFY THE FOREGOING OBLIGATIONS WITH RESPECT TO ANY NET PROCEEDS FROM AN
ASSET SALE OR A CASUALTY EVENT, AS THE CASE MAY BE, BY MAKING AN ASSET
SALE/CASUALTY EVENT OFFER WITH RESPECT TO SUCH NET PROCEEDS PRIOR TO THE