Common use of Asset Sales Clause in Contracts

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by Holdings, any Borrower or any of the Restricted Subsidiaries of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Sale Proceeds received with respect thereto pursuant to make prepayments Section 6.9(h), 6.9(i), 6.9(j) or 6.9(p) in accordance with Sections 2.10(i) and (j); provided that: excess of (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (single transaction or series of related Asset Sales) and less than transactions, $3.0 million in Net Cash Proceeds in any fiscal year; and 2,000,000 or (ii) $5,000,000 in the aggregate in any Fiscal Year, the Borrowers shall prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Event of Default shall then exist have occurred and be continuing, the Borrowers shall have the option, directly or would arise therefrom and through one or more of the aggregate of Restricted Subsidiaries, to invest such Net Cash Asset Sale Proceeds within 365 days of Asset Sales shall receipt thereof in productive assets (other than working capital assets) useful in businesses not exceed $20.0 million in any fiscal year of Borrowerprohibited under Section 6.12; provided further, such proceeds shall not be required to be so applied on such date to the extent that (x) if a Borrower shall have delivered or a certificate to Restricted Subsidiary enters into a legally binding commitment (and has provided the Administrative Agent on or prior a copy of such binding commitment) to such date stating that invest such Net Cash Asset Sale Proceeds within such 365-day period, such 365-day period shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower extend by an additional 180-day period and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Asset Sale Proceeds are not required so reinvested (and/or committed to be applied to make prepayments as a result of this clause (iireinvested and then actually reinvested) shall not be so reinvested as within the time period set forth above in clauses (xthis Section 2.14(a), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on not later than the last day of such period as a mandatory prepayment (or any earlier date on which Holdings or such Restricted Subsidiary determines not to so reinvest such Net Asset Sale Proceeds) as provided above in this Section 2.10(c)2.14(a) without regard to this proviso or the immediately preceding proviso.

Asset Sales. Not later than five Business Days following the receipt The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Capital Stock, nor will the Loan Parties issue any additional shares of its Capital Stock or other ownership interests in such Loan Party, or issue any Asset Saleshares of Disqualified Stock, Borrower shall apply 100% except as long as no Event of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatDefault exists or would arise therefrom: (ia) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition sales of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty EventInventory, or (Cii) Asset Sales for fair market value resulting used, obsolete or surplus property, or (iii) Permitted Investments, in no more than $1.0 million each case in Net Cash Proceeds per Asset Sale (or series the ordinary course of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; andbusiness; (iib) so long as sales, transfers and dispositions among the Loan Parties; (c) the sale of the Headquarters; (d) the sale and leaseback of any other of the Loan Parties’ Real Estate or other fixed assets; (e) the Designated Dispositions; (f) other sales, transfers, or dispositions of assets not in the ordinary course of business (including retail store locations) provided that (x) no Default shall or Event of Default then exist exists or would arise therefrom and (y) if the fair market value of all such other sales, transfers and dispositions exceeds $50,000,000 for the Loan Parties in the aggregate during any Fiscal Year (net of the related sales costs, if any, of such Net Cash Proceeds other property), all of Asset Sales the proceeds of such sale, transfer or disposition (net of the related sales costs, if any, of such other property) in excess of $50,000,000 shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate paid to the Administrative Agent on (whether or prior not a Cash Dominion Event has occurred and is then continuing) for application to the Obligations, provided further that, if a Cash Dominion Event then exists and is continuing, all of such date stating that such Net Cash Proceeds proceeds (and not only those in excess of $50,000,000) shall be used paid to the Administrative Agent for application to the Obligations; and (xg) to purchase replacement assets or fixed or capital assets used or usable in the business issuance of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% additional shares of the Equity Interests of any person that owns such replacement Capital Stock or other such assets ownership interests in a Loan Party (other than Disqualified Stock) as long as no later Change in Control results therefrom; provided that all sales, transfers, leases and other dispositions permitted hereby (other than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); providedsales, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in transfers and other disposition permitted under clauses (xa)(ii), (yb) and (zg)) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)made at arm’s length and for fair value and for not less than 75% cash consideration.

Asset Sales. Not Subject to the First Lien Credit Agreement and the Intercreditor Agreement, and subject to Sections 2.11(h) and 2.14(g), no later than five the tenth Business Days Day following the date of receipt by Holdings, any Borrower or any of the Restricted Subsidiaries of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Sale Proceeds received with respect thereto pursuant to make prepayments Section 6.9(h), 6.9(i), 6.9(j) or 6.9(p) in accordance with Sections 2.10(i) and (j); provided that: excess of (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (single transaction or series of related Asset Sales) and less than transactions, $3.0 million in Net Cash Proceeds in any fiscal year; and 2,400,000 or (ii) $6,000,000 in the aggregate in any Fiscal Year, the Borrowers shall prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Event of Default shall then exist have occurred and be continuing, the Borrowers shall have the option, directly or would arise therefrom and through one or more of the aggregate of Restricted Subsidiaries, to invest such Net Cash Asset Sale Proceeds within 365 days of Asset Sales shall receipt thereof in productive assets (other than working capital assets) useful in businesses not exceed $20.0 million in any fiscal year of Borrowerprohibited under Section 6.12; provided further, such proceeds shall not be required to be so applied on such date to the extent that (x) if a Borrower shall have delivered or a certificate to Restricted Subsidiary enters into a legally binding commitment (and has provided the Administrative Agent on or prior a copy of such binding commitment) to such date stating that invest such Net Cash Asset Sale Proceeds within such 365-day period, such 365-day period shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower extend by an additional 180-day period and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Asset Sale Proceeds are not required so reinvested (and/or committed to be applied to make prepayments as a result of this clause (iireinvested and then actually reinvested) shall not be so reinvested as within the time period set forth above in clauses (xthis Section 2.14(a), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on not later than the last day of such period as a mandatory prepayment (or any earlier date on which Holdings or such Restricted Subsidiary determines not to so reinvest such Net Asset Sale Proceeds) as provided above in this Section 2.10(c)2.14(a) without regard to this proviso or the immediately preceding proviso.

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 1,375,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $6,050,000 in any twelve month period (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as (x) on or prior to September 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall then exist have occurred and be continuing and (y) after September 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or would arise therefrom (h) shall have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 18 months (yor within 24 months following receipt thereof if a contractual commitment to reinvest is entered into within 18 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are the subject of a notice delivered pursuant to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day 18 month period (or is not actually reinvested within such additional six (6) month period, if applicable), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of any Net Cash Proceeds of their respective assets or any interest therein (including the sale or factoring at maturity of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset Sale, Borrower shall apply 100% ”) except for the following: (a) the sale or disposition of inventory in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Net Cash Proceeds received with respect thereto Borrower or any of its Subsidiaries (or, as long as no Default exists or would result therefrom, deed in lieu thereof); (c) as long as no Default exists or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) as long as no Default exists or would result therefrom, the sale or disposition of assets (including the issuance or sale of Stock or Stock Equivalents) of any Subsidiary that either (i) is not a Wholly-Owned Subsidiary or (ii) is an Immaterial Subsidiary that, in each case, both at the time of such sale and as of the Closing Date (or if later, the time of formation or acquisition of such Subsidiary), do not constitute, in the aggregate, all or substantially all of the assets (or the Stock or Stock Equivalents) of such Subsidiary; (e) as long as no Default exists or would result therefrom, the lease or sublease of Real Property not constituting a sale and leaseback, to make prepayments the extent not otherwise prohibited by this Agreement or the Mortgages; (f) as long as no Default exists or would result therefrom, non-exclusive assignments and licenses of intellectual property of the Borrower and its Subsidiaries in accordance with Sections 2.10(ithe ordinary course of business; (g) as long as no Default exists or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business; (j); provided that:h) any Asset Sale (i) to the Borrower or any Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (i) as long as no such prepayment shall be required with respect to Default exists or would result therefrom, any other Asset Sale for Fair Market Value and where either (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) at least 75% of the consideration received therefor is cash or (j), Cash Equivalents or (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Non-Cash Consideration from such Asset Sale and all other Asset Sales for fair market value resulting made in no more than $1.0 million in Net Cash Proceeds per Asset Sale reliance upon this subclause (or series of related Asset SalesB) and less than $3.0 million in Net Cash Proceeds in during any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall Fiscal Year does not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)10,000,000; provided, however, that if all or with respect to any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of Asset Sale in accordance with this clause (iii), the aggregate consideration received for the sale of all assets sold in accordance with this clause (i) during any Fiscal Year, including such Asset Sale, shall not be so reinvested exceed 5% of Consolidated Tangible Assets as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on of the last day of the immediately preceding Fiscal Year; (j) any single transaction or series of related transactions so long as neither such period as single transaction nor such series of related transactions involves assets having a mandatory prepayment as provided in this Fair Market Value of more than $3,000,000; (k) Asset Sales permitted by Section 2.10(c)7.13, Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.05; (l) the Foreign Subsidiary Reorganization; and (m) the Form 10 Transactions by and among the Borrower and its Subsidiaries and BWC and its Subsidiaries reasonably necessary to effectuate the Spinoff.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale (in the case of Asset Sales by non-U.S. parties, to the extent such amounts can be repatriated to the United States without materially adverse tax or other economic consequences taking into account the amount of proceeds received from such Asset Sale as determined by the Administrative Agent (after consultation with Borrower)), Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.04(b)(i), (b)(iii6.04(d), (d6.04(e), (e6.04(g), (h6.04(i), (i) or (jand 6.04(k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.5 million in Net Cash Proceeds in any fiscal yearyear and (D) an issuance of Equity Interests by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom and the aggregate of therefrom, no such Net Cash Proceeds of Asset Sales prepayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such the Net Cash Proceeds shall of such Asset Sale will be used (x) to purchase replacement assets or fixed or capital other assets used or usable useful in the such person’s business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate shall set and setting forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds are not required to be applied to make prepayments as a result of reinvested in accordance with this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not To the extent the Ultimate Parent Leverage Ratio is greater than or equal to 2.50 to 1.00, in the event and on each occasion that any Net Proceeds are received by or on behalf of it or any of its Subsidiaries in respect of any BDC/Newco Asset Disposition, it shall, and shall cause each of its Subsidiaries to, not later than five the Business Days following Day next after the receipt of any date on which such Net Cash Proceeds are received, apply an aggregate amount equal to the Net Proceeds of any such BDC/Newco Asset Sale, Borrower shall apply 100% Disposition to the prepayment of the Net Cash Proceeds received with respect thereto to make prepayments Borrower Obligations in accordance with Sections 2.10(iclause “Fourth” of Section 3.4(b) of the Intercreditor Agreement; provided, that if BDC or any Newco Senior Guarantor shall deliver to the Shared Collateral Agent and each Administrative Agent a certificate of a Financial Officer of BDC or such Newco Senior Guarantor to the effect that BDC or such Newco Senior Guarantor intends to apply the Net Proceeds from such BDC/Newco Asset Disposition (jor a portion thereof specified in such certificate); provided that: (i) , within 365 days after receipt of such Net Proceeds, to effect a Specified Investment, in each case as specified in such certificate, and certifying that no such Default or Event of Default under any of the Credit Agreements has occurred and is continuing, then no prepayment shall be required with pursuant to this paragraph in respect of the Net Proceeds in respect of such BDC/Newco Asset Disposition (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom (i) that BDC or such Newco Senior Guarantor or Subsidiary, as applicable, shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise, apply toward such reinvestment or (ii) that have not been so applied, or contractually committed to be so applied, by the end of such 365-day period, in each case at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been, or have been determined not to be, so applied (it being understood that if any portion of such proceeds are not so used within such 365-day period but within such 365-day period are contractually committed to be used, then upon the earlier to occur of (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), the termination of such contract and (B) the disposition expiration of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of 180-day period following such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused remaining portion shall be applied on constitute Net Proceeds as of the last day date of such period as termination or expiry without giving effect to this proviso); provided, further, that prior to the application of any such Net Proceeds pursuant to the foregoing proviso, such Net Proceeds shall be held in a mandatory prepayment as provided segregated cash collateral account governed by a control agreement in this Section 2.10(c)favor of the Shared Collateral Agent in accordance with the terms of the Intercreditor Agreement.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(g) and (jh); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not No later than five the tenth Business Days Day following the date of receipt by any Group Member of any Net Cash Proceeds Non-Ordinary Course Proceeds, the Borrower shall prepay (subject to the payment of any Asset Sale, Borrower shall apply prepayment premium set forth in Section 2.09(c)) the Loans as set forth in Section 2.11(b) in an aggregate amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)such Non-Ordinary Course Proceeds; provided that: (i) in the case of Non-Ordinary Course Proceeds of the type set forth in clauses (a)(ii), (b) and (c) of the definition thereof received prior to the second anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing the Borrower shall have the option, through one or more of the Borrowing Base Loan Parties, to invest such prepayment Non-Ordinary Course Proceeds in an aggregate amount not exceed $500,000,000 in Portfolio Assets within 365 days of receipt thereof, (ii) in the case of Non-Ordinary Course Proceeds of the type set forth in clauses (a)(ii), (b) and (c) of the definition thereof received prior to the second anniversary of the Closing Date, the Borrower shall be required have the option to apply such Non-Ordinary Course Proceeds to Restricted Payments permitted pursuant to Section 6.05(b)(i), (iii) in the case of Non-Ordinary Course Proceeds of the type set forth in clauses (a)(i) and (d) of the definition thereof, the Borrower shall have the option, with respect to an aggregate amount not to exceed $250,000,000, to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (iix) so long as no Default shall then exist or would arise therefrom and the aggregate Event of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower Default shall have delivered a certificate occurred and be continuing, directly or through one or more of its Subsidiaries, to invest such Non-Ordinary Course Proceeds in assets of the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of the Borrower and its Subsidiaries or activities that are reasonably related thereto or are reasonable extensions thereof within 365 days of receipt thereof (or, if the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all Borrower or any portion of such Net Cash Proceeds not required its Subsidiaries has entered into a binding commitment prior to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such 365-day period to reinvest such proceeds, 180 days after the expiry of such 365-day period) or (y) apply such Non-Ordinary Course Proceeds to Restricted Payments permitted pursuant to Section 6.05(a), and (iv) In the event that such Non-Ordinary Course Proceeds referred to in clauses (i) or (iii) above are not reinvested by the Borrower prior to the earlier of (A) the last day of such 365 day period and (B) the date of the occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to such Non-Ordinary Course Proceeds as a mandatory prepayment as provided set forth in this Section 2.10(c2.11(b).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not No later than five the first Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset SaleSale Proceeds, Borrower Company shall apply 100% of prepay the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment Loans and/or the Revolving Commitments shall be required with respect permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to (A) any such Net Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h)Proceeds; PROVIDED, (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds shall not be required to be so applied on such date and (ii) to the extent that Borrower aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Company shall have delivered a certificate the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within two hundred seventy (270) days of receipt thereof in long term productive assets of the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower Company and its Subsidiaries; PROVIDED FURTHER, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments). Notwithstanding any of the foregoing to the contrary, upon receipt by Company of Net Asset Sale Proceeds pursuant to the sale of assets permitted under Section 6.9(d), Company may invest the first $1,000,000 of such proceeds directly or through one or more of its Subsidiaries in long-term productive assets of the general type used in the business of Company and its Subsidiaries, and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion remainder of such Net Cash Asset Sale Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on in accordance with the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)provisions set forth above.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.10(c) (i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute which constitutes a Casualty Event, Event or (CB) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (B) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 10.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to, to the extent permitted by Section 6.13(b), purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all such Net Cash Proceeds in excess of $2.5 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings, the Parent Borrower shall apply 100% or any of the Net Cash Proceeds received with respect thereto to other Restricted Subsidiaries, the Borrowers shall make prepayments in accordance with Sections 2.10(i2.08(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.08(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j9.16(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, (C) any Sale and Leaseback Transaction whereby a leased Restaurant Location that is subsequently purchased by a Person is then within 90 days of such purchase sold and leased-back by such purchasing Person, or (CD) Asset Sales for fair market value Fair Market Value resulting in no more than $1.0 million 750,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.5 million in Net Cash Proceeds in any fiscal year; andprovided that clause (D) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; (ii) in the case of Net Cash Proceeds from Asset Sales permitted by Section 9.16 (other than those described by clause (i) above), so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that the Parent Borrower determines that such Net Cash Proceeds are expected to be reinvested in assets useful for its business within 365 days following the date of such Asset Sale (provided that, if such proceeds exceed $2.5 million, the Parent Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that fifth Business Day setting forth such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower determination and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period (or, if the applicable Company shall have entered into a legally binding commitment, or has begun construction of a Restaurant and allocated such funds for such purpose, to reinvest such Net Cash Proceeds within such 365-day period, 540 days following the date of such Asset Sale), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.08(c).; provided, further, that if the property subject to such Asset Sale constituted Collateral, then all Property (only to the extent of a type that would otherwise constitute Collateral) purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Instruments in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 8.05 and 8.09 (but subject to the limitations on perfection set forth therein); and

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan Account balances, as applicable) to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections Section 2.10(i) and (j); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d6.05(b)(ii), (e), (h), (i) or (jh), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 250,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5.0 million in Net Cash Proceeds in any fiscal year; and (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales (except Asset Sales permitted under Section 6.05(b)(v)) shall not exceed $20.0 25.0 million in any fiscal year of Borroweryear, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) by a Loan Party to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Property purchased with the Net Cash Proceeds not required thereof pursuant to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion subsection shall be applied on made subject to the last day Lien of such period as a mandatory prepayment as provided the applicable Security Documents in this Section 2.10(c).favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12;

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(e) and (jf); provided that: (i) so long as no Event of Default shall then exist or arise therefrom, no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i6.06(a) or (jSection 6.06(g), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 10.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 365 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following Following the receipt of any Net Cash Proceeds of any Asset SaleSale after the Restatement Date, Borrower shall apply 100% (x) at the option of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject Borrower pursuant to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series written notice of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have reinvestment delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in Agent, the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (A) within twelve (12) months following receipt of such Net Cash Proceeds or (B) if within twelve (12) months following receipt thereof the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds, within 180 days of the date of such legally binding commitment; provided that (1) if the assets subject to such Asset Sale constituted Real Property, such reinvestment may not required to be applied to make prepayments as made in assets other than Real Property (other than fixtures that are depreciated on a result book value basis in accordance with GAAP within four years or less), (2) if an Event of this clause (ii) Default shall have occurred and be continuing, the Borrower shall not be so reinvested as set forth permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuing) and, (23) if the assets subject to such Asset Sale constituted ▇▇▇▇▇▇▇▇ Collateral, such reinvestment may only be in clauses assets constituting ▇▇▇▇▇▇▇▇ Collateral and (x)4) following the Springing Covenant Trigger Date, if the assets subject to such Asset Sale constituted Specified Real Property that is Collateral, such reinvestment may only be made in Specified Real Property that is Collateral (or that will, upon such reinvestment become Collateral) and (y) and (z) within any remaining Net Cash Proceeds from such 360-day period, such unused portion Asset Sale shall be applied on the last day of such period twelve-month or 180-day period, as a mandatory applicable, to the prepayment as provided in of the Loans pursuant to this Section 2.10(c2.03(bf) or (j)., as applicable. Notwithstanding the foregoing, no such prepayment shall be required under this Section 2.03(b) with respect to: (A) amounts not in excess of the Required ABL Prepayment Amount on such date;

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(iSection 2.10(h) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 5,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are reasonably expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than Loan Party within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); providedprovided that, howeverif the property subject to such Asset Sale constituted Collateral, that then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not After the satisfaction of the Discharge Conditions, not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(b) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.10(b); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following The Borrowers will not, nor will the receipt Lead Borrower permit any of the other Credit Parties to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds of asset, including any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatcapital stock or other equity interests except: (ia) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) sales of Inventory in each case in the disposition ordinary course of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventbusiness, or (Cii) Asset Sales for fair market value resulting used or surplus equipment, or (iii) Permitted Investments; (b) sales, transfers and dispositions among the Credit Parties; (c) sales or other transfers of assets pursuant to store closures provided that in no any Fiscal Year, Borrowers shall not close more than ten percent (10%) of the total number of Borrowers’ stores open at the beginning of such Fiscal Year; (d) other sales, transfers, or dispositions of assets not in the ordinary course of business and not pursuant to store closures; provided that (y) no Default or Event of Default then exists or would arise therefrom, and (z) in the event that the aggregate amount of any such sale, transfer or disposition exceeds $1.0 million 15,000,000, the Pro Forma Availability Condition shall be satisfied after giving effect to such sale, transfer or disposition. (e) sales or issuances by the Lead Borrower of any of its capital stock or other equity interests that do not result in Net Cash Proceeds per Asset Sale a Change in Control; (f) sales or series issuances of related Asset Salescapital stock or other equity interests to any Borrower; (g) and the sale of any Real Property provided that (i) the consideration for such sale is not less than $3.0 million the fair value of such Real Property and (ii) a Credit Party in Net Cash Proceeds in any fiscal yearconnection with such sale enters into a lease of such Real Property on terms reasonably acceptable to the Administrative Agent; and (iih) so long as no Default shall then exist the sale, transfer or would arise therefrom disposition of accounts receivable in connection with the compromise, settlement or collection thereof. provided that all sales, transfers, leases and other dispositions of Inventory and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds thereof shall be used (x) to purchase replacement assets made for cash consideration or fixed or capital assets used or usable in the business of Borrower on customary terms, and the Subsidiariesfurther provided that that all sales, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or transfers, leases and other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in dispositions permitted by clauses (xa)(i), (ya)(ii), (c) and (zd) within such 360-day period, such unused portion above shall be applied on made at arm’s length and for fair value; and further provided that the last day authority granted hereunder may be terminated in whole or in part by the Agents upon the occurrence and during the continuance of such period as a mandatory prepayment as provided in this Section 2.10(c)any Event of Default.

Asset Sales. Not Subject to the provisions of the First Lien Loan Documents as in effect on July 27, 2012 (or thereafter as such provisions may be modified in accordance with the Intercreditor Agreement), not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.05(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 2,000,000 in Net Cash Proceeds in any fiscal yearFiscal Year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 2,000,000 in any fiscal year Fiscal Year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) reinvested or committed by bona fide written contract to purchase replacement assets or be reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required so reinvested or committed by bona fide written contract to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused or uncommitted portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances), to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j2.10(j); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii6.05(b)(ii), (d), (e), (h), (i) or (jm), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it such proceeding or settlement does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 250,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any four consecutive fiscal yearquarters of the Borrower; and (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any four consecutive fiscal year quarters of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital other assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Companies or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 days one year following the date of such Asset Sale (which certificate Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverthat if the Property subject to such Asset Sale constituted Collateral, then all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, further, that if all or any portion of the Property subject to such Net Cash Proceeds Asset Sale did not required constitute Collateral but the Property purchased with the net cash proceeds thereof is intended to be applied subject to make prepayments as a result the Lien created by any of the Security Documents, then all such Property purchased with the net cash proceeds thereof pursuant to this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion subsection shall be applied on made subject to the last day Lien of such period as a mandatory prepayment as provided the applicable Security Documents in this Section 2.10(c)favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(e) and (j)f) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 20.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower the Ultimate General Partner shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five three (3) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply make prepayments and prepayment offers in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: (i) no such prepayment or prepayment offer shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.06 other than clauses (b)(iii), (d), (e), (hb), (i) or and (j)k) thereof, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Administrative Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable to make Permitted Acquisitions (and, in the business case of Borrower and the SubsidiariesNet Cash Proceeds from an Asset Sale made pursuant to Section 6.06(k), (y) such Net Cash Proceeds may also be used to repair such assets or (z) to acquire 100make investments in joint ventures so long as a Company owns at least 50% of the Equity Interests of any person that owns in such replacement or other such assets no later than 360 joint venture) within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a to mandatory prepayments and prepayment offers as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt The Company will not and will not permit any Subsidiary to, directly or indirectly, make any sale, transfer, lease (as lessor), loan or other disposition of any Net Cash Proceeds of any property or assets (an “Asset Sale”) other than (a) Asset Sales in the ordinary course of business; (b) Asset Sales of property or assets by a Subsidiary to the Company or a Wholly-Owned Subsidiary; or (c) other Asset Sales, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments provided that in accordance with Sections 2.10(i) and (j); provided that:each case (i) no such prepayment shall be required with respect to immediately before and after giving effect thereto, (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) no Default or (j), Event of Default shall have occurred and be continuing and (B) the disposition Company would be permitted to incur at least $1 of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventadditional Indebtedness under Section 10.1(a), or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate net book value of property or assets disposed of in such Asset Sale and all other Asset Sales by the Company and its Subsidiaries during the immediately preceding twelve months does not exceed 15% of Consolidated Capitalization (as of the last day of the quarterly accounting period ending on or most recently prior to the last day of such Net Cash Proceeds twelve month period), and provided further that for purposes of clause (ii) above there shall be excluded the net book value of property or assets disposed of in an Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date Sale if and to the extent that Borrower shall have delivered a certificate such Asset Sale is made for cash, payable in full upon the completion of such Asset Sale, and an amount equal to the Administrative Agent on net proceeds realized upon such Asset Sale is applied by the Company or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in Subsidiary, as the business of Borrower and case may be, within one year after the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the effective date of such Asset Sale (which certificate shall set forth x) to reinvest in similar categories of property or assets for use in the estimates business of the proceeds to be so expended); provided, however, that if all Company and its Subsidiaries or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) to repay Indebtedness (and in that connection the Company shall have made an offer to purchase, at not less than par and otherwise in accordance with Section 8.5, Notes in an unpaid principal amount at least equal to a pro rata portion of all such Indebtedness to be repaid, allocated among all Notes tendered). For purposes of this Section 10.5 any shares of Voting Stock of a Subsidiary that are the subject of an Asset Sale shall be valued at the greater of (1) the fair market value of such shares as determined in good faith by the Board of Directors of the Company and (z2) within such 360-day period, such unused portion shall be applied on the last day aggregate net book value of the assets of such period as Subsidiary multiplied by a mandatory prepayment as provided fraction of which the numerator is the aggregate number of shares of Voting Stock of such Subsidiary disposed of in this Section 2.10(c)such Asset Sale and the denominator is the aggregate number of shares of Voting Stock of such Subsidiary outstanding immediately prior to such Asset Sale.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries (other than Foreign Subsidiaries, Borrower shall apply 100% of the provided that such Net Cash Proceeds received with respect thereto of any Asset Sale by such Foreign Subsidiaries is not permitted under any applicable Requirements of Law to be transferred into the United States or the transfer thereof would or could reasonably be expected to result in any material transfer or other Tax or trigger a material increase in Tax on Holdings or any of its Subsidiaries) consummated on or after the Closing Date, Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(i2.11(l) and (j)m) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.11(g) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (ef), (g), (h) (in the case of clause (h), to the extent that the aggregate consideration (other than consideration that is contingent upon the ultimate success of such assignee’s commercialization of such Intellectual Property) is less than $15.0 million with respect to each long-term exclusive license or assignment (or in the case of related long-term exclusive licenses or assignments, each family or other group of such exclusive licenses or assignments)), (i) or ), (j), (Bk), (m), (n) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event(p), or (CB) Asset Sales for fair market value resulting in no more than $1.0 15.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 40.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate amount of such Net Cash Proceeds from such Asset Sale (or series of related Asset Sales Sales) shall not exceed $20.0 million in any fiscal year of Borrower100.0 million, such proceeds shall not be required to be so applied on such date to the extent that Borrower the Borrowers shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in fixed, capital or fixed or capital other long-term assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Holdings or (z) to acquire 100% any of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days its Subsidiaries within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) within either such 12-month period and (z) within such 360-day periodHoldings, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.11(g); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five (or in the case of any Asset Sale by a Foreign Subsidiary, ten) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.5 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in Capital Assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days a Permitted Acquisition within 12 months following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 500,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $2,500,000 in any fiscal year of Holdings (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), or (h) shall then exist or would immediately arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 12 months (yor within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within 12 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are subject to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period12 month period (and actually reinvested within 18 months of the receipt of the Net Cash Proceeds related thereto), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, Borrower or agree to effect any Asset Sale, except that the following shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatbe permitted: (ia) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no such prepayment shall be required with respect longer economically worthwhile to maintain or otherwise useful in the conduct of the business of the Companies taken as a whole; (Ab) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), Sales at fair market value; provided that (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for aggregate fair market value resulting of assets disposed in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series respect of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of all Asset Sales pursuant to this clause (b) shall not exceed $20.0 40.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or the aggregate amount of Asset Sales made under this Section 6.06(b) in any portion fiscal year (beginning with the fiscal year ending December 31, 2011) shall be less than the maximum amount of Asset Sales permitted under this Section 6.06(b) for such fiscal year, then the amount of such Net Cash Proceeds not required shortfall shall be added to be applied to make prepayments as a result the amount of Asset Sales permitted under this clause Section 6.06(b) for the immediately succeeding fiscal year) and (ii) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid to Borrower or such Subsidiary solely in cash and Cash Equivalents; (c) leases of real or personal property in the ordinary course of business; (d) the Transactions as contemplated by the Transaction Documents; (e) mergers and consolidations in compliance with Section 6.05; (f) Investments in compliance with Section 6.04; (g) Dividends in compliance with Section 6.07; (h) other Asset Sales described in writing to the Lead Arrangers prior to the Effective Date; and (i) other Asset Sales for aggregate consideration not to exceed $10.0 million in any fiscal year. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.06 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor) such Collateral shall be sold free and clear of the Liens created by the Security Documents, and, so reinvested long as set forth Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in clauses (xorder to demonstrate compliance with this Section 6.06, the Agents shall take all actions that are reasonably requested by Borrower in order to evidence or effect the foregoing. For purposes of Section 6.06(b)(ii), the following shall be deemed to be cash: (ya) the assumption of any liabilities of Borrower or any Subsidiary with respect to, and the release of Borrower or such Subsidiary from all liability in respect of, any Indebtedness of Borrower or the Subsidiaries permitted hereunder (in the amount of such Indebtedness) that is due and payable within one year of the consummation of such Asset Sale and (zb) within securities received by Borrower or any Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by Borrower or such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Subsidiary into cash.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e) (solely with respect to mergers and consolidations among Loan Parties and/or their Subsidiaries), (f), (g), (h), (i) or ), (j) and (k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearyear (and thereafter only such Net Cash Proceeds in excess of $3.0 million shall be required to be applied to prepayment in accordance with this Section 2.10(c)); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to the fifth Business Day following such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed repair such assets, or capital to purchase assets used or usable useful in the business of Borrower and the its Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement assets or other such assets engages in a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.14 and, in each case, otherwise in compliance with the terms of this Agreement, no later than 360 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five three (3) Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.09(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.09(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), ) and (h), (i) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, Event or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion ( the “Non-Reinvested Asset Sale Proceeds”) shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.09(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. (i) Not later than five fifteen (15) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleDisposition of any Property of any Credit Party (except for Dispositions of the type described in Section 3.14(c) and other than with respect to the sale of all or any portion of the Property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, Borrower ▇▇▇▇▇▇▇, MN 56156, which shall be subject to Section 3.14(a)(iii)) now owned or hereafter acquired, the Company shall make a written offer to the Holders (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments redeem the Obligations, if any are then outstanding, in accordance with Sections 2.10(iSection 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (j30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that: (i) that no such prepayment redemption (or offer to redeem the Obligations) shall be required under this Section 3.14(a) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)the Disposition of Property that constitutes a Casualty Event, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales Dispositions for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 100,000 in Net Cash Proceeds in any fiscal Disposition (or series of related Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not exceed $200,000 per year, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, (D) Dispositions permitted by Sections 4.32(b) other than Sections 4.32(b)(vi) and 4.32(b)(xxiv) (other than in regards to joint ventures that constitute Unrestricted Subsidiaries) (for the avoidance of doubt, clauses (B), (C) and (D) of this sentence shall not include any Disposition involving the Property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, MN 56156, which shall be subject to Section 3.14(a)(iii)), (E) a Fundamental Change that constitutes a Disposition, (F) Dispositions, to the extent otherwise permitted under this Indenture, as a result of Agri-Energy’s performance of its obligations under the ▇▇ ▇▇▇▇▇ Lease Agreement, or (G) licenses (to the extent such licenses constitute Dispositions and are otherwise permitted hereunder) under the Butamax License Agreement; and (ii) and provided further that other than with respect to the sale of all or any portion of the Property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, so long as no Default or Event of Default shall then exist have occurred and be continuing or would arise therefrom therefrom, the Company shall have the option upon written notice stating its intention to the Trustee and the aggregate Holders (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and the Holders) within fifteen (15) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of Asset Sales all Net Cash Proceeds from any Disposition reinvested as described below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 3.14(a)) shall not exceed an amount equal to $20.0 million 20,000,000 in any fiscal the aggregate through the Maturity Date, within one (1) year of Borrowerreceipt thereof to the costs and replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, such proceeds shall not be required to be so applied on such date in each case, to the extent that Borrower shall have delivered a certificate the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Administrative Agent on or prior Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder provided that if any amount is so committed to be reinvested within such date stating that such Net Cash Proceeds shall be used one-year period, but is not reinvested within the later to occur of (x) to purchase replacement assets or fixed or capital assets used or usable in the business six (6) months of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale commitment and (y) the end of such one-year period, the Company shall offer to redeem the Obligations in accordance with this Section 3.14(a) in accordance with the procedures outlined above without giving further effect to such reinvestment right (to the extent that the Holders have accepted the redemption offer). (ii) Each written offer to redeem the Obligations delivered to Holders in accordance with Section 3.14(a)(i) or Section 3.14(a)(iii) shall specify the section of this Indenture pursuant to which certificate the redemption shall occur, the proposed redemption date, the principal amount of the Notes to be redeemed and the amount of accrued interest due in connection therewith. Each redemption of any or all of the Obligations shall be applied according to Section 3.14(e). Redemptions shall be accompanied by accrued and unpaid interest to, but not including, the redemption date. If any Holder accepts such offer, subject to Section 3.14(e) hereof, the Credit Parties shall pay to the Trustee, for the benefit of such Holder, such Holder’s Pro Rata Share of the aggregate redemption price offered to Holders within one (1) Business Day after the thirty (30) day period after such Holder receives the offer from the Company or the Trustee, as applicable, and each such redemption shall be accompanied by a written notice to the Trustee specifying the provision pursuant to which the redemption is being made and the amount of principal and interest being paid. All offers to redeem the Obligations under this Section 3.14(a) shall be made on a pro rata basis based upon each Holder’s Pro Rata Share (with respect to Global Notes, such offers will be made pursuant to the Applicable Procedures that most nearly approximate a pro rata selection). For the avoidance of doubt, the Company shall be excused from making an offer to redeem the Obligations under Section 3.14(a)(i) to the extent that it has delivered written notice to the Trustee within fifteen (15) Business Days of receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 3.14(a)(i) (or by filing materials with the estimates Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee) provided that (i) the Company is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 3.14(a)(i) hereof and (ii) this sentence shall not be construed to limit the Company’s obligation to offer to redeem the Obligations to the extent that the Company fails to invest the applicable Net Cash Proceeds within the time periods set forth in Section 3.14(a)(i). (iii) Without limiting or otherwise modifying the provisions of the proceeds to be so expended); providedSection 4.32 hereof, however, that if all or any portion of the Property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, MN 56156 is subject to a Disposition, within fifteen (15) Business Days after the Net Cash Proceeds from such Disposition are received, the Company shall make a written offer to each Holder (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of such Net Cash Proceeds from such Disposition to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder) provided that no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(a)(iii) with respect to (A) Dispositions of Property that constitute Casualty Events, (B) Dispositions for fair market value resulting in no more than $500,000 in Net Cash Proceeds in any Disposition (or series of related Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not required to be exceed $2,000,000 per year, (C) Dispositions permitted by Section 4.32 (other than 4.32(b)(iii), (vi), (xx) or (xxvi)), or (D) a Fundamental Change constituting a Disposition. Any of such Net Cash Proceeds that are not so applied to make prepayments as a result of the Obligations in accordance with this clause (iiSection 3.14(a)(iii) shall not be invested, reinvested or applied, to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that all of such replacement properties and assets and/or such other assets so reinvested purchased or constructed shall constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41. (iv) Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Security Agreement) set forth in clauses the Security Agreement, promptly upon delivering notice to the Trustee (x)or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and each Holder) stating its intention to invest or reinvest the Net Cash Proceeds from a Disposition, (yall of such Net Cash Proceeds to be invested or reinvested pursuant Section 3.14(a) and (z) within such 360-day period, such unused portion shall be applied on the last day of remitted to a Deposit Account that constitutes a Collateral Account until such period as a mandatory prepayment as provided in this Section 2.10(c)amounts are so invested or reinvested.

Asset Sales. (i) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleDisposition of any Property of any Credit Party (except for Dispositions of the JV Interests or of the type described in Sections 2.8(e), Borrower (f) and (g)) now owned or hereafter acquired, such Credit Party shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.10(i2.8(h) and (ji); provided that: (i) that no such prepayment repayment shall be required under this Section 2.8(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)the Disposition of Property that constitutes a Casualty Event, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales Dispositions for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale Disposition (or series of related Asset SalesDispositions) and less than $3.0 million 200,000 in aggregate Net Cash Proceeds before the Maturity Date, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (D) Dispositions permitted by Section 6.4(b)(i), (ii), (iii) (other than subclause (B) of Section 6.4(b)(iii)), (iv), (v), (vii), (viii) and (ix); and provided, further that so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of all Net Cash Proceeds from any fiscal yearDisposition reinvested as described in clauses (I) and (II) below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 2.8(c)) shall not exceed an amount equal to $25,000,000 in the aggregate (I) within one (1) year of receipt thereof in long term productive assets of the general type used in the business of the Credit Parties, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within ten (10) Business Days of receipt thereof, provided that if any amount is so committed to be reinvested but is not reinvested within ten (10) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right; and (ii) so long as no Default shall then exist or would arise therefrom and Not later than one (1) Business Day following the aggregate receipt of any Net Cash Proceeds from the Disposition of the JV Interests, such Credit Party shall, subject to the Intercreditor Agreement apply 100% of such Net Cash Proceeds to make repayments of Asset Sales the Obligations (excluding Tranche B Obligations), if any are then outstanding, in accordance with Sections 2.8(h); provided that no such repayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required under this Section 2.8(c) with respect to be so applied on such date any Disposition to the extent that Borrower shall have delivered a certificate to the Administrative Agent no Obligations are then outstanding on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion receipt of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Proceeds.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by US Borrower or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iii), (d), (e), (h), (ic) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than the Dollar Equivalent of $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than the Dollar Equivalent of $3.0 million 2,500,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed the Dollar Equivalent of $20.0 million 5,000,000 in any fiscal year of BorrowerBorrowers, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate an Officers’ Certificate to the Administrative Agent Agents on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following On each date on or after the receipt Closing Date upon which the Borrower or any of its Subsidiaries receives any Net Cash Proceeds of cash proceeds from any Asset SaleSale (x) derived from the sale by a Loan Party of its direct or indirect Equity Interests in SIRE or SWY or (y) in excess of $2,500,000 in the aggregate during any fiscal year, Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment net cash proceeds therefrom shall be required with respect to applied by the date that is five (A5) any Asset Sale permitted Business Days following such date as a mandatory repayment of the Loans; provided, however, that, unless such net cash proceeds are derived from the sale by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) a Loan Party of its direct or (j), (B) the disposition of assets subject to a condemnation indirect Equity Interests in SIRE or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of BorrowerSWY, such net cash proceeds shall not be required to be so applied on such date to so long as no Event of Default then exists and the extent that Borrower shall have has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds net cash proceeds shall be used (x) to purchase replacement properties or assets or fixed or capital assets to be used or usable in the business of SWY or its Subsidiaries or to replace or restore any properties or assets used by the Borrower and or its Subsidiaries (and, for the Subsidiariesavoidance of doubt, (yno such net cash proceeds shall be used for Restricted Payments or for Investments in current assets) to repair in respect of which such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 net cash proceeds were paid within 365 days following the date of the receipt of such Asset Sale net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended); provided, howeverand provided further, that if all or any portion of such Net Cash Proceeds net cash proceeds not required to be so applied pursuant to make prepayments the preceding proviso are not so used within 365 days after the date of the receipt of such net cash proceeds (or such earlier date, if any, as a result of this clause (ii) shall the Borrower or the applicable Subsidiary determines not be so reinvested to reinvest the net cash proceeds relating to such Asset Sale as set forth in clauses (xabove), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on the last day of such period (or such earlier date, as a mandatory prepayment the case may be) as provided above in this Section 2.10(c2.05(b)(ii) without regard to the immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of SWY Credit Agreement has occurred, mandatory prepayments of Loans required under this Section 2.05(b)(ii) with respect to any Asset Sale by SWY or any of its Subsidiaries shall be limited to the amount of the net cash proceeds of such Asset Sale that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to the terms of its Organization Documents and the SWY Credit Agreement at the time such net cash proceeds are received or at any time thereafter.

Asset Sales. Not No later than five the second (2nd) Business Days Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Cash Proceeds in respect of any Asset SaleSale in excess of Three Million Dollars ($3,000,000) in the aggregate in any Fiscal Year, Borrower shall apply prepay the Loans as set forth in Section 2.11(a) and the DOE Loan, Ratably, in an aggregate amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of BorrowerProceeds; provided, such proceeds shall not be required to be so applied on such date to that, upon written notice by the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to not more than two (2) Business Days following receipt of such date stating that Net Cash Proceeds, such Net Cash Proceeds shall be used excluded from the prepayment requirements of this 2.10(a) if (x) the Borrower shall deliver to purchase replacement assets the Administrative Agent a certificate to the effect that the Borrower intends to apply the Net Cash Proceeds (or fixed or capital a portion thereof specified in such notice) to reinvest such Net Cash Proceeds in long term assets used or usable useful in the business of Borrower and the Subsidiaries, Credit Parties within one hundred eighty (y180) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion after receipt of such Net Cash Proceeds not required (any such event, a “Asset Sale Reinvestment”), and certifying therein that no Event of Default exists prior to giving such notice and prior to or after giving effect to such Asset Sale Reinvestment, and (y) within one hundred eighty (180) days from the date of receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be applied to such Asset Sale Reinvestment; provided, further, however, that the amount of such Net Cash Proceeds (i) that the Borrower or the applicable Credit Party or Subsidiary of any Credit Party shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise (including not being able to make prepayments as a result of the certifications required pursuant to this clause (i) above), apply toward an Asset Sale Reinvestment or (ii) shall that have not be been so reinvested as set forth in clauses applied toward an Asset Sale Reinvestment by the end of such one hundred eighty (x), (y) and (z) within such 360-day 180)-day period, such unused portion in each case shall be applied on the last day of such period as to a mandatory prepayment as provided in of the Loans pursuant to this Section 2.10(c2.10(a); provided, further, that no prepayment under this clause (a) shall be required for any Permitted Tax Credit Transaction consisting solely of an outright sale of such Production Tax Credits to a third party that is not an Affiliate and not in connection with a securitization or other financing transaction (it being understood, for the avoidance of doubt, that Net Cash Proceeds from any Permitted Tax Credit Transaction that is a securitization or other financing transaction shall be subject to prepayment pursuant to this clause (a)).

Asset Sales. Not later than five (or in the case of any Asset Sale by a Foreign Subsidiary, ten) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(f) and (j)g) in an aggregate amount of Net Cash Proceeds from such Asset Sale equal to the amount necessary to cause the First-Lien Leverage Ratio to not be greater than 2.25 to 1.00 upon giving effect to such prepayment; provided provided, that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i6.06(a) or (jSection 6.06(g), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 20.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and); (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in Capital Assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days a Permitted Acquisition within 12 months following the date of such Asset Sale (which certificate Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverfurther, that that, if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and (iii) notwithstanding any other provisions of this Section 2.10(c), to the extent any or all of the Net Cash Proceeds from any Asset Sale received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of Borrower or any applicable Domestic Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence as determined in good faith by the Borrower in consultation with the Administrative Agent) or if the Borrower has determined in good faith in consultation with the Administrative Agent that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to make such prepayments as provided in this Section 2.10(c) but may be retained by the applicable Foreign Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower has determined in good faith in consultation with the Administrative Agent that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith in consultation with the Administrative Agent that such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.10(c).

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 500,000725,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $2,500,0003,625,000 in any fiscal year of Holdings (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), or (h) shall then exist or would immediately arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 12 months (yor within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within 12 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are subject to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period12 month period (and actually reinvested within 18 months of the receipt of the Net Cash Proceeds related thereto), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Capital Stock, nor will the Loan Parties issue any additional shares of its Capital Stock or other ownership interests in such Loan Party, or issue any Asset Saleshares of Disqualified Stock, Borrower shall apply 100% except as long as no Event of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatDefault would arise therefrom: (ia) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition sales of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty EventInventory, or (Cii) Asset Sales for fair market value resulting used, obsolete or surplus property, or (iii) Permitted Investments, in no more than $1.0 million each case in Net Cash Proceeds per Asset Sale (or series the ordinary course of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; andbusiness; (iib) so long as sales, transfers and dispositions among the Loan Parties; (c) the sale of the Headquarters; (d) the sale and leaseback of any other of the Loan Parties’ Real Estate or other fixed assets; (e) the Designated Dispositions; (f) other sales, transfers, or dispositions of assets not in the ordinary course of business (including retail store locations) provided that (x) no Default shall or Event of Default then exist exists or would arise therefrom and (y) if the fair market value of all such other sales, transfers and dispositions exceeds $35,000,000 for the Loan Parties in the aggregate during any Fiscal Year (net of the related sales costs, if any, of such Net Cash Proceeds other property), all of Asset Sales the proceeds of such sale, transfer or disposition (net of the related sales costs, if any, of such other property) in excess of $35,000,000 shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate paid to the Administrative Agent on (whether or prior not a Cash Dominion Event has occurred and is then continuing) for application to the Obligations, provided further that, if a Cash Dominion Event then exists and is continuing, all of such date stating that such Net Cash Proceeds proceeds (and not only those in excess of $35,000,000) shall be used paid to the Administrative Agent for application to the Obligations; and (xg) to purchase replacement assets or fixed or capital assets used or usable in the business issuance of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% additional shares of the Equity Interests of any person that owns such replacement Capital Stock or other such assets ownership interests in a Loan Party (other than Disqualified Stock) as long as no later Change in Control results therefrom; provided that all sales, transfers, leases and other dispositions permitted hereby (other than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); providedsales, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in transfers and other disposition permitted under clauses (xa)(ii), (yb) and (zg)) within such 360-day period, such unused portion shall be applied on made at arm’s length and for fair value and solely for cash consideration; and further provided that the last day authority granted hereunder may be terminated in whole or in part by the Administrative Agent upon the occurrence and during the continuance of such period as a mandatory prepayment as provided in this Section 2.10(c)any Event of Default.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), (h), (i) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e) (solely with respect to mergers and consolidations among Loan Parties and/or their Subsidiaries), (f), (g), (h), (i) or ), (j) and (k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 6.0 million in Net Cash Proceeds in any fiscal yearyear (and thereafter only such Net Cash Proceeds in excess of $6.0 million shall be required to be applied to prepayment in accordance with this Section 2.10(c)); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to the fifth Business Day following such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed repair such assets, or capital to purchase assets used or usable useful in the business of Borrower and the its Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement assets or other such assets engages in a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.14 and, in each case, otherwise in compliance with the terms of this Agreement, no later than 360 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five three (3) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply 100% make (in addition to any prepayments required by Section 2.10(b) (which shall be made regardless of the Net Cash Proceeds received with respect thereto to make whether any prepayment is required under this paragraph (c)), prepayments in accordance with Sections 2.10(iSection 2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.06 other than clauses (b)(iii), (d), (e), (hb), (i) or and (j)k) thereof, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5.0 million in Net Cash Proceeds in any fiscal year; and (ii) subject to any requirement for a prepayment made under Section 2.10(b) and so long as no Event of Default or Cash Dominion Trigger Event shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Administrative Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Funding Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable to make Permitted Acquisitions (and, in the business case of Borrower and the SubsidiariesNet Cash Proceeds from an Asset Sale made pursuant to Section 6.06(k), (y) such Net Cash Proceeds may also be used to repair such assets or (z) to acquire 100make investments in joint ventures so long as a Company owns at least 50% of the Equity Interests of any person that owns in such replacement or other such assets no later than 360 joint venture) within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11 and Section 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less no more than $3.0 million 1,000,000 in Net Cash Proceeds in any fiscal yearyear (to the extent that either maximum amount set forth in this subclause (C) is exceeded, the Loan Parties shall be required to apply the entire amount of such Net Cash Proceeds (and not only the amount in excess of the maximum amounts set forth in this subclause) to prepay the Loans unless the Borrower shall comply with clause (c)(ii) below); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) be contractually committed to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days be so reinvested within 12 months following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day periodmonth period or, if ending later, the period ending 6 months after any such contractual commitment with respect to such Net Cash Proceeds was entered into, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(e) and (j)f) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 20.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.05(c) and (jd); provided that: (ia) so long as no Event of Default shall then exist or arise therefrom, no such prepayment shall be required under this Section 2.05(b)(ii) with respect to (Ai) any Asset Sale permitted by Section 6.04(b)(ii6.06(a) or Section 6.06(g), (b)(iii), (d), (e), (h), (i) or (j), (Bii) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (Ciii) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 10.0 million in Net Cash Proceeds in any fiscal year; provided that clause (iii) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (iib) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.05(b)(ii), first, to the next due principal amortization payment(s) of the Term Loans and second, to the Revolving Loans (as a permanent reduction of the Commitments thereunder in the amount of such mandatory prepayments).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.05(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.05(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii7.05(a), (b)(iiic), (d) (but excluding Dispositions permitted by Section 7.04(e)), (e), (h), (if) or (j), h) or (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearproperty which constitutes Extraordinary Receipts; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that an amount equal to such Net Cash Proceeds shall are expected to be used (x) to purchase replacement reinvested in long term productive assets or fixed or capital assets of the general type used or usable useful in the business of the Borrower and its Subsidiaries or used to make Permitted Acquisitions or acquire a brand or trademark and related assets used or useful in the Subsidiaries, (y) to repair such assets or (z) to acquire 100% business of the Equity Interests Borrower and its Subsidiaries within three hundred sixty-five (365) days of any person that owns such replacement or other such assets no later than 360 days following the date receipt of such Asset Sale (Net Cash Proceeds, which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, an amount equal to such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.05(c); provided, further, that pending any such reinvestment, all such Net Cash Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Loan Commitments).

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments pre payments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom therefrom, any Net Cash Proceeds from Asset Sales permitted by Section 6.06(g) and the aggregate of such Net Cash Proceeds of other Asset Sales shall in an amount not to exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds Borrower shall not be required to be so applied on such date to the extent that Borrower Holdings shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are intended to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within one year following the date of such Asset Sale (or, in the case of Net Cash Proceeds from an Asset Sale permitted by Section 6.06(g), intended to be reinvested in a manner consistent with the description of the Davidson Project contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005) (which certificate Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); providedprovided that (w) in the case of Net Cash Proceeds from an Asset Sale permitted by Section 6.06(g), howeverif on or prior to the second anniversary of the receipt of such proceeds Holdings shall have delivered an Officer’s Certificate to the Administrative Agent stating in good faith that either (i) the Davidson Subsidiary has entered into a definitive contract with a third party regarding the reinvestment of such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, that 2005 or (ii) the Davidson Subsidiary intends to invest such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 (and attaching a budget demonstrating such intention in reasonable detail), then such period shall be extended by one year from such delivery (but in no event past the third anniversary of the receipt of such proceeds); (x) if all or any portion of such Net Cash Proceeds is not required so reinvested within such year (as extended to be applied to make prepayments as a result of this the extent provided in clause (ii) shall not be so reinvested as set forth in clauses (xw), (y) and (z) within such 360-day period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); (y) if the property subject to such Asset Sale constituted assets comprising the Davidson Project, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be reinvested in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005; and (z) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later If the Borrower or any Restricted Subsidiary receives any Net Sale Proceeds from an Asset Sale (other than five any Asset Sales permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), or (q)), on the fifth Business Days Day following the receipt of any such Net Cash Proceeds of any Asset SaleSale Proceeds, the Borrower shall shall, subject to Section 4.02(h), apply an amount equal to 100% of the Net Cash Sale Proceeds received with respect thereto to make prepayments therefrom on such date as a mandatory repayment in accordance with Sections 2.10(i) and (jthe requirements of Section 4.02(i); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)provided, (b)(iii)however, (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of that such Net Cash Sale Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that so long as such Net Cash Sale Proceeds shall be used (x) to purchase replacement invest in assets or fixed or capital assets of the type used or usable to be used in the business of Borrower and the Subsidiaries, (y) businesses permitted pursuant to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 Section 8.08 within 365 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Sale; provided, howeverfurther, that if during the applicable 365-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply the Net Sales Proceeds in accordance with the requirements described in the immediately preceding proviso of this Section 4.02(d) after such 365-day period, such 365-day period will be extended to 540 days with respect to the amount of such Net Sales Proceeds required to be applied in accordance with such agreement; and provided, further, that if all or any portion of such Net Cash Sale Proceeds not required to be so applied to make prepayments as a result of provided above in this clause (iiSection 4.02(d) shall are not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period (or such 540-day period, in the event such unused 365-day period has been extended pursuant to the preceding proviso of this Section 4.02(d)) (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such 365-day period (or such earlier date or the end of such 540-day period if so extended, as a mandatory prepayment the case may be) as provided above in this Section 2.10(c).4.02

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Asset Sale Proceeds (other than as a result of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any an Asset Sale permitted by Section 6.04(b)(ii), 6.8(f) (b)(iii), (d), (eto the extent constituting a disposition to a Credit Party), (h), (i) or ), (j), (B1) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (Cp) Asset Sales for fair market value resulting or Section 6.10(ii)), Borrower shall prepay the Loans as set forth in no more than $1.0 million Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearProceeds; and (ii) provided, so long as no Event of Default shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate the option, directly or through one or more of its Subsidiaries, to the Administrative Agent on or prior to such date stating that invest such Net Cash Asset Sale Proceeds shall be within twelve (12) months of receipt thereof in assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the its Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the including in Equity Interests of any person a Person engaged in a permitted business (or, solely to the extent that owns such replacement or other Net Asset Sale Proceeds have been committed in writing to be so invested during such assets no twelve-month period, the later than 360 of (x) ninety (90) days following after the date of such Asset Sale commitment and (which certificate shall set forth y) the estimates end of the proceeds to be so expendedsuch twelve-month period); and provided, howeverfurther, that if all or any portion Default shall have occurred and be continuing which has not matured into an Event of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause Default, (ii1) the Borrower shall not be so reinvested permitted to invest such Net Asset Sale Proceeds pursuant to the foregoing proviso until such time as set forth in clauses (x)such Default shall no longer be continuing, (y) and (z2) within to the extent that such 360-day periodDefault shall mature into an Event of Default, the Borrower shall, no later than the next succeeding Business Day, be required to prepay the Loans in an aggregate amount equal to such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Net Asset Sale Proceeds.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto (x) deliver a Borrowing Base Certificate as required by Section 6.1(i)(ii) and (y) subject to Section 2.8(k), make prepayments of Loans in accordance with Sections 2.10(i2.8(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.8(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) Asset Sales for fair market value Fair Market Value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds 10,000,000 in any fiscal year; provided that clause (B) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) reinvested or committed to purchase replacement assets or fixed or capital assets used or usable be reinvested in inventory in housing markets in which the business of Borrower and Loan Parties operate on the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 Effective Date within 180 days following the date of receipt of Net Cash Proceeds from such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required so reinvested or committed to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) re-invested within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.8(c).

Asset Sales. Not later than five Business Days following the receipt The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any Asset Saleadditional Equity Interest in such Subsidiary, except: (a) sales of Inventory, used, obsolete, worthless, wornout or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or to any of its Subsidiaries; provided that any such sales, transfers or dispositions involving a Subsidiary of Borrower that is not a Loan Party shall apply be made in compliance with Section 6.09; (c) other sales (excluding those described by clauses (a) and (b) above and clauses (d) and (e) below) by the Borrower or any of its Subsidiaries which do not exceed, in the aggregate, $10,000,000 in any fiscal year; (d) dispositions of Midstream Properties or any interest therein, not otherwise permitted under clauses (a), (b) and (c) above which are made in the ordinary course of business; provided that, (i) no Event of Default shall exist at the time of such disposition or be caused thereby, (ii) the fair market value of all Midstream Properties disposed of pursuant to this clause (d) during any period of twelve consecutive calendar months shall not exceed, in the aggregate for all Loan Parties taken as a whole, $30,000,000, (iii) the consideration received in respect of each such disposition shall be equal to or greater than the fair market value of the Midstream Properties subject to such disposition (as reasonably determined by the board of directors or other governing body of such Loan Party and, if requested by the Administrative Agent, such Loan Party shall deliver a certificate of a Responsible Officer of such Loan Party certifying to that effect), (iv) 100% of the Net consideration received in respect of each such disposition shall be cash or Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) Equivalents, and (j); provided that: (iv) no such prepayment the Borrower shall be prepay the Loans to the extent required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), 2.10 as a result of each such disposition; and (e)) sales of other property not constituting Collateral or required to be pledged under Section 5.03(b) which sales, (h)individually and in the aggregate, (i) or could not reasonably be expected to have a Material Adverse Effect and (j), (Bii) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does do not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than exceed $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds 3,000,000 in any fiscal year; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate expressly set forth to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds contrary therein, clause (d) above) shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower made for fair value and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)solely for cash consideration.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by JBP (prior to an IPO), Borrower or any of Borrower's Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) so long as no Default shall then exist or would arise therefrom, no such prepayment shall be required under this Section 2.10(d)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iii), (d), (e), (h), (i6.06(c) or (jand 6.06(g), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in aggregate Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any four consecutive fiscal year quarters of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 Permitted Acquisitions within 365 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); providedand (B) all Net Cash Proceeds referred to in such Officers' Certificate in excess of $5.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX or used to repay Revolving Loans (which repayment is accompanied by a temporary reduction in Revolving Commitments in a corresponding amount (which temporary reduction will not reduce any Commitment Fee otherwise owed pursuant to Section 2.05), howeversuch temporary reduction to be eliminated as and when Borrower either makes the reinvestment described in such Officers' Certificate or makes a mandatory prepayment as required pursuant to the proviso below) (it being understood that if so applied, Borrower shall not be released from its other obligations with respect to this Section 2.10(d)); provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.10(d); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) so long as no Default is then continuing or would arise therefrom, no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in aggregate Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall is then exist continuing or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.06 other than subsection (b)(iii), (d), (e), (h), (i) or (jb), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more less than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of the receipt of the Net Cash Proceeds of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower or any of its Subsidiaries shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.05(a)(i), (b)(iiic), (d), (e), (h), (i) or (jg), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 7.5 million in Net Cash Proceeds in any fiscal year, and in each of the cases of (A), (B) and (C), the proceeds of such dispositions shall not be deposited in the Collateral Account; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 7.5 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all such Net Cash Proceeds in excess of $5.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result the prepayment of this clause (ii) outstanding Term B Loans shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360-180 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of principal of outstanding Term B Loans as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 1,250,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $5,500,000 in any 12 month period (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as (x) on or prior to June 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall then exist have occurred and be continuing and (y) after June 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or would arise therefrom (h) shall have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 18 months (yor within 24 months following receipt thereof if a contractual commitment to reinvest is entered into within 18 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are subject to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period18 month period (and actually reinvested within 24 months of the receipt of the Net Cash Proceeds related thereto), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five the third Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment or reinvestment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and; (ii) so long as no Event of Default shall then exist or be continuing or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 1.0 million in any fiscal year of BorrowerHoldings, such proceeds shall not be required to be so applied on such date to the extent that Borrower Holdings shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower Borrowers and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 their respective Subsidiaries within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (iii) so long as the Specified Asset Sale Amount shall not exceed $250,000, no prepayment or reinvestment shall be required under the provisions of this Section 2.10(c) from the Net Cash Proceeds of Specified Asset Sales.

Asset Sales. Not No later than five the second (2nd) Business Days Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Cash Proceeds in respect of any Asset SaleSale in excess of Three Million Dollars ($3,000,000) in the aggregate in any Fiscal Year, Borrower shall apply prepay the Term Loans as set forth in Section 2.11(a) in an aggregate amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of BorrowerProceeds; provided, such proceeds shall not be required to be so applied on such date to that, upon written notice by the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to not more than two (2) Business Days following receipt of such date stating that Net Cash Proceeds, such Net Cash Proceeds shall be used excluded from the prepayment requirements of this 2.10(a) if (x) the Borrower shall deliver to purchase replacement assets the Administrative Agent a certificate to the effect that the Borrower intends to apply the Net Cash Proceeds (or fixed or capital a portion thereof specified in such notice) to reinvest such Net Cash Proceeds in long term assets used or usable useful in the business of Borrower and the Subsidiaries, Credit Parties within one hundred eighty (y180) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion after receipt of such Net Cash Proceeds not required (any such event, a “Asset Sale Reinvestment”), and certifying therein that no Event of Default exists prior to giving such notice and prior to or after giving effect to such Asset Sale Reinvestment, and (y) within one hundred eighty (180) days from the date of receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be applied to such Asset Sale Reinvestment; provided, further, however, that the amount of such Net Cash Proceeds (i) that the Borrower or the applicable Credit Party or Subsidiary of any Credit Party shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise (including not being able to make prepayments as a result of the certifications required pursuant to this clause (i) above), apply toward an Asset Sale Reinvestment or (ii) shall that have not be been so reinvested as set forth in clauses applied toward an Asset Sale Reinvestment by the end of such one hundred eighty (x), (y) and (z) within such 360-day 180)-day period, such unused portion in each case shall be applied on the last day of such period as to a mandatory prepayment as provided in of the Loans pursuant to this Section 2.10(c2.10(a); provided, further, that no prepayment under this clause (a) shall be required for any Permitted Tax Credit Transaction consisting solely of an outright sale of such Production Tax Credits to a third party that is not an Affiliate and not in connection with a securitization or other financing transaction (it being understood, for the avoidance of doubt, that Net Cash Proceeds from any Permitted Tax Credit Transaction that is a securitization or other financing transaction shall be subject to prepayment pursuant to this clause (a)).

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 750,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (yincluding pursuant to a Permitted Acquisition) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverthat if the property subject to such Asset Sale constituted Collateral, that then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the second priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.12 and 5.13; and (ii) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make any prepayments required by Section 2.10(b) as well as prepayments in accordance with Sections 2.10(iSection 2.10(f) and (j)g) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than the Dollar Equivalent of $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than the Dollar Equivalent of $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) subject to Section 2.10(g) and any requirement for a prepayment made under Section 2.10(b) and so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate an Officers’ Certificate to the applicable Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agents for their benefit and for the benefit of the other Secured Parties in accordance with Section 5.11 and Section 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Credit Party, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(iSection 1.10(g) and (j)in an aggregate amount equal to 100% of such Net Proceeds; provided provided, that: (i) no such prepayment shall be required under this Section 1.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii5.6(a), (b)(iiic), (d), (e), (f), (g), (h), (i) ), (j), or (jk), (B) the disposition of assets property which constitutes, or which is subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventto, an Event of Loss, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 1,000,000 in Net Cash Proceeds in the aggregate in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used reinvested (xor committed to be reinvested) to purchase replacement assets or fixed or capital in assets used or usable useful in the business of the Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days its Restricted Subsidiaries within 9 months following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Sale; provided, however, provided that if all or any portion of such Net Cash Proceeds is not required so reinvested within such 9 month period (or not committed to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day 9 month period and not actually reinvested within 180 days after the expiration of such 9 month period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c1.10(c).

Asset Sales. Not later than five Business Days following the receipt The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Capital Stock, nor will the Loan Parties issue any additional shares of its Capital Stock or other ownership interests in such Loan Party, or issue any Asset Saleshares of Disqualified Stock, Borrower shall apply 100% except as long as no Event of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatDefault would arise therefrom: (ia) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition sales of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty EventInventory, or (Cii) Asset Sales for fair market value resulting used, obsolete or surplus property, or (iii) Permitted Investments, in no more than $1.0 million each case in Net Cash Proceeds per Asset Sale (or series the ordinary course of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; andbusiness; (iib) so long as sales, transfers and dispositions among the Loan Parties; (c) the sale of the Real Estate which comprises the Loan Parties' headquarters and other Real Estate located adjacent thereto including the Real Estate located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇; (d) the sale and leaseback of any other of the Loan Parties' Real Estate or other fixed assets; (e) the Designated Dispositions; (f) other sales, transfers, or dispositions of assets not in the ordinary course of business (including retail store locations) provided that (x) no Default shall or Event of Default then exist exists or would arise therefrom and (y) if the fair market value of all such other sales, transfers and dispositions exceeds $35,000,000 for the Loan Parties in the aggregate during any Fiscal Year (net of the related sales costs, if any, of such Net Cash Proceeds other property), all of Asset Sales the proceeds of such sale, transfer or disposition (net of the related sales costs, if any, of such other property) in excess of $35,000,000 shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate paid to the Administrative Agent on (whether or prior not a Cash Dominion Event has occurred and is then continuing) for application to such date stating that such Net Cash Proceeds shall be used the Obligations; and 101 (xg) to purchase replacement assets or fixed or capital assets used or usable in the business issuance of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% additional shares of the Equity Interests of any person that owns such replacement Capital Stock or other such assets ownership interests in a Loan Party (other than Disqualified Stock) as long as no later Change in Control results therefrom; provided that all sales, transfers, leases and other dispositions permitted hereby (other than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); providedsales, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in transfers and other disposition permitted under clauses (xa)(ii), (yb) and (zg)) within such 360-day period, such unused portion shall be applied on made at arm's length and for fair value and solely for cash consideration; and further provided that the last day authority granted hereunder may be terminated in whole or in part by the Agents upon the occurrence and during the continuance of such period as a mandatory prepayment as provided in this Section 2.10(c)any Event of Default.

Asset Sales. Not No later than five the fifth Business Days following Day after the Borrower’s or a Restricted Subsidiary’s receipt of any Net Cash Proceeds in excess of $10,000,000 of any Asset Sale, the Borrower or such Restricted Subsidiary shall apply 100make an offer to the Lenders to prepay Bridge Loans in an aggregate principal amount equal to such portion of such Net Proceeds as permitted under Section 4.10(b)(1) of the Indentures, at a price equal to 100.0% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) principal amount thereof, plus accrued and (j)unpaid interest and additional interest, if any; provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default under Section 7.1(a)(1), (7) or (8) shall then exist have occurred and be continuing at the time the Net Proceeds from any such Asset Sales are received, the Borrower shall have the option, directly or would arise therefrom and the aggregate through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) such Net Proceeds are so reinvested within 90 days of receipt thereof, or (y) the Borrower or one or more of its Restricted Subsidiaries have committed to purchase replacement reinvest such Net Proceeds during such 90-day period and such Net Proceeds are so reinvested within 90 days after the expiration of the initial 90-day period, in assets or fixed or capital assets used or usable useful in the business of the Borrower and the Subsidiaries, its Restricted Subsidiaries (y) or to repair use such Net Proceeds to replace assets or (z) to acquire 100% Disposed of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of in such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expendedSale); provided, howeverfurther, that if all or any portion of such Net Cash Proceeds not required to so reinvested shall be applied to make prepayments as a result the prepayment of this clause (ii) shall not be so reinvested the Bridge Loans as set forth in clauses (x), (ythis Section 2.11(a) and (z) within such 360-day period, such unused portion shall be applied on at the last day end of such period as a mandatory prepayment as provided in this Section 2.10(c)reinvestment period.

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received re- ceived with respect thereto to make prepayments in accordance with Sections 2.10(i2.13(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.13(b)(i) with respect to (A) any Asset Sale dispositions permitted by Section 6.04(b)(ii6.03 and Section 6.05(b), (b)(iiif), (d), (e), (h), (ig) or (j), to the extent no Net Cash Proceeds result therefrom) (h) or (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value dispositions resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million from Casualty Events applied as set forth in Net Cash Proceeds in any fiscal year; andSection 2.13(e). (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 2.5 million in any fiscal year of the Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) the Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 180 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended), provided that if the acquired person is or shall be a Subsidiary of the Borrower, such Subsidiary shall execute and deliver a Guarantee Agreement if required by Section 5.13 and take or cause to be taken such further actions as may be required by this Agreement, including Sections 5.11 and 5.13 and the other Loan Documents; provided, however, and (B) all such Net Cash Proceeds in excess of $2.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of the Security Documents; provided that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.13(b); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.

Asset Sales. Not later (a) Mesa shall use its reasonable best efforts to sell to, or to cause one of its Affiliates to sell to, one or more third Persons (other than five Business Days following the receipt any “related person” (as such term is used under Item 404 of Regulation S-K) of Mesa or any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% its Affiliates) all of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no the Eligible Assets, pursuant to one or more binding definitive purchase agreements (whether entered into prior to the execution of this Agreement or entered into following the execution of this Agreement), provided, that each such prepayment shall be required with respect to binding definitive purchase agreement that (A) any was entered into prior to the execution of this Agreement and was not made available to Republic at least ten Business Days prior to the execution of this Agreement or (B) is entered into following the execution of this Agreement, in each such case, shall be in form and substance customary for transactions of that nature and shall otherwise satisfy all of the Asset Sale permitted by Conditions, and (ii) subject to Section 6.04(b)(ii1.9, all of the Equity Interests, pursuant to one or more binding definitive purchase agreements (whether entered into prior to the execution of this Agreement or entered into following the execution of this Agreement), provided, that (b)(iii)A) each such binding purchase agreement shall impose no post-closing obligations whatsoever on United, Mesa, Republic, NewCo or any of their respective Affiliates and shall otherwise be subject to the prior written consent of Republic (d)not to be unreasonably withheld, (e), (h), (i) conditioned or (jdelayed), (B) *** (C) any sales of the disposition ▇▇▇▇▇▇ Rights and Obligations must be completed in compliance with Section 1.9 and (D) any sales of assets the Flite Holding Shares must be completed in compliance with Section 1.10 (any such sales, collectively, the “Pre-Closing Assets Sales”). For purposes of clarity, the Parties acknowledge and agree that Republic shall have no consent rights with respect to the purchase prices for the Eligible Assets. Mesa shall apply all proceeds from any and all Pre-Closing Assets Sales to the repayment of outstanding debt balance related to such Eligible Assets and any and all costs, obligations, losses, premiums, penalties or expenses required to be incurred or suffered in connection with terminating, unwinding, or reducing obligations thereunder, and, to the extent there are any surplus proceeds, to satisfy any remaining Mesa Obligations. Mesa shall promptly provide reasonable updates and documentation to each of United and Republic upon the achievement of any material milestones as to the progress on the Pre-Closing Assets Sales (such as, without limitation, initial agreements with third Persons, executed letters of intent and other preliminary agreements, agreement on final terms of binding definitive purchase agreements, executed binding definitive purchase agreements, material developments in negotiations, and any exercises by any party of material rights under any of the foregoing agreements), and, in any event, shall provide prompt written notice to each of United and Republic following the execution and delivery of binding definitive purchase agreements with respect to Pre-Closing Assets Sales and both prior to and following the consummation of each Pre-Close Assets Sale, in each case together with any and all documentation and instruments executed and delivered in connection therewith. In furtherance of the foregoing, Mesa shall use reasonable best efforts to seek, from any and all third parties bound or contemplated to be bound by preliminary or definitive documentation for Pre-Closing Assets Sales, consents to disclose all information as to Pre-Closing Assets Sales and the terms and conditions thereof to United and Republic. Notwithstanding anything to the contrary in this Agreement, during the period from the Proposed Final Closing Statement Deadline through the Closing, Mesa shall not, and shall cause its Affiliates not to, sell, pledge, convey, abandon, allow to lapse or expire, fail to renew or maintain, dispose of (by merger, consolidation, division, operation of Law or otherwise), transfer, lease, license or subject to any Lien, other than any Permitted Lien within the scope of clause (a) or (b) of the definition thereof, any Eligible Assets that are not, as of the Proposed Final Closing Statement Deadline, subject to a condemnation binding definitive purchase agreement providing for the sale thereof, nor agree, resolve, authorize or eminent domain proceeding enter into any Contract or insurance settlement otherwise make any commitment, in each case to do any of the foregoing; provided, that Mesa and its Affiliates may consummate sales of Eligible Assets that are, as of the Proposed Final Closing Statement Deadline, subject to a binding definitive purchase agreement providing for the sale thereof. (b) Notwithstanding anything to the extent it does contrary in this Agreement, prior to the Closing, Mesa shall not, and shall cause its Affiliates not constitute to, sell, pledge, convey, abandon, allow to lapse or expire, fail to renew or maintain, dispose of (by merger, consolidation, division, operation of Law or otherwise), transfer, lease, license or subject to any Lien, other than any Permitted Lien within the scope of clause (a) or (b) of the definition thereof, any Non-Eligible Assets, nor agree, resolve, authorize or enter into any Contract or otherwise make any commitment, in each case to do any of the foregoing; provided, that the foregoing restriction shall not apply to Equity Interests. (c) Mesa shall use its reasonable best efforts to ensure that, as of the Proposed Final Closing Statement Deadline, there is a Casualty EventQualifying Appraisal with respect to each of the following: (i) Class A Eligible Assets, and (ii) Appraisal ERJ Part Assets. (d) No later than five (5) days following the final determination of the Net Debt Amount pursuant to clauses (c) through (i) of Section 1.7 (the “Election Deadline”), as to each Eligible Asset that is not, as of the Proposed Final Closing Statement Deadline, subject to a binding definitive purchase agreement providing for the sale therefor (each, a “Transferable Asset”), United shall elect at its sole and exclusive discretion by written notice delivered to Mesa and Republic either to (i) engage the Liquidator, pursuant to customary documentation and other customary terms and conditions (including the satisfaction of each of the Asset Sale Conditions (other than clause (e) therein), applying such definition to this Section 2.3(d) mutatis mutandis and treating the “buyer” as the Liquidator), which documentation shall be provided to Republic within a reasonable time after the execution thereof (and in any event by no later than two Business Days prior to the Closing Date), for the purpose of acquiring title from Mesa or NewCo (as applicable) of, at or promptly after the Closing, such Transferable Assets, or (Cii) Asset Sales acquire title from Mesa or NewCo (as applicable) at or promptly after the Closing to such Transferable Assets. For the avoidance of doubt, (a) all Transferable Assets must, at United’s direction, either be transferred to United pursuant to Section 2.3(e) or be transferred to the Liquidator pursuant to Section 2.3(e); and (b) with respect to any Transferable Assets for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale which United has failed to make an affirmative election by the Election Deadline, United shall be deemed to have elected to acquire title from Mesa or NewCo (or series as applicable) of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and such Transferable Assets, as contemplated by clause (ii) so long immediately above. (e) Promptly following receipt of the notice specified in Section 2.3(d), Mesa or NewCo, as no Default applicable, shall then exist or would arise therefrom and promptly thereafter effectuate the aggregate transfer of such Net Cash Proceeds Transferable Assets to United or the Liquidator, as applicable. The Liquidator shall cause any and all proceeds received by the Liquidator resulting from any and all subsequent transfers of Asset such Transferable Assets to be paid to or at the direction of United. From time to time following the Closing, the parties shall execute, acknowledge and deliver all reasonable further conveyances, notices or similar instruments, and shall take such reasonable actions as may be necessary or appropriate, to make effective the foregoing transactions as reasonably requested by United or the Liquidator, and United shall promptly reimburse NewCo for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with NewCo’s actions under Section 2.3(d) and this Section 2.3(e) and all transfer taxes to be borne by NewCo resulting from the sale of assets to United or the Liquidator, as applicable. (f) Except as otherwise provided in Section 2.3(g) below, from and after the Closing, NewCo shall use commercially reasonable efforts to sell or to cause to be sold, to one or more third Persons, all of the Eligible Assets that are subject to binding agreements for sale (whether or not constituting Qualifying Agreements); provided that NewCo shall promptly (and in no event later than seven days after the closing of each such sale) remit to United any and all proceeds that it receives from such sales, in each case net of NewCo’s reasonable and documented out-of-pocket costs and expenses incurred in connection with NewCo’s actions under this Section 2.3(f) and all transfer taxes to be borne by NewCo resulting from such sales (such net sales proceeds, solely in the case of sales of Class B Eligible Assets, the “Post-Closing Class B Eligible Assets Sales shall not exceed $20.0 million in Proceeds”); provided, further, that notwithstanding the immediately preceding proviso, with respect to any fiscal year binding agreement providing for the sale of Borroweran Eligible Asset, such proceeds NewCo shall not be required to be so applied remit to United any proceeds that it receives from such sale unless and until any and all purchase price reconciliation or refund of purchase price provisions (or other similar provisions) contained in such binding agreement, if applicable, have been fully and finally resolved in accordance with the terms of such binding agreement. NewCo shall promptly provide reasonable updates and documentation to United upon the achievement of any and all material milestones as to the progress on such date sales (such as, without limitation, any exercises by any party of material rights under any applicable sale agreements), and, in any event, shall provide prompt written notice to United following the extent that Borrower consummation of each sale, in each case together with any and all documentation and instruments executed and delivered in connection therewith. In furtherance of the foregoing, NewCo shall have delivered a certificate use commercially reasonable efforts to the Administrative Agent on or prior seek, from any and all third parties bound by sale agreements, consents to disclose all information as to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower sales and the Subsidiaries, (y) terms and conditions thereof to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)United; provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) NewCo shall not be so reinvested required to pay any fee, concession or similar payment to any such Person not expressly contemplated by the applicable sale agreement. (g) As to any Eligible Asset that is subject to a binding agreement for the sale therefor as set forth of the Closing but subsequently ceases to be subject to a binding agreement for the sale therefor after Closing for any reason, excluding due to the consummation of the sale contemplated thereby, then NewCo shall promptly thereafter effectuate the transfer of each such asset to United, provided that United shall reimburse NewCo for any and all reasonable and documented out-of-pocket costs that NewCo incurs in clauses (x), (y) and (z) within connection with such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)transfers.

Asset Sales. Not later than five Business Days following the receipt The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales of Inventory, used, obsolete, worn out, worthless or surplus equipment, and cash equivalents in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or to any of its Subsidiaries; provided that any such sales, transfers or dispositions involving a Subsidiary of Borrower that is not a Loan Party shall be made in compliance with Section 6.09; and (c) dispositions not otherwise permitted hereunder which are made for fair market value provided, that (i) at the time of any Asset Salesuch disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value in any fiscal year of Borrower of all assets so sold by the Borrower or any of its Subsidiaries pursuant to this clause (c) shall apply 100not exceed 5% of the Consolidated Net Cash Proceeds received Tangible Assets determined as of the last day of the immediately preceding fiscal year; (d) dispositions made by any Immaterial Subsidiary or any Foreign Subsidiary; (e) dispositions in connection with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)an investment permitted by Section 6.04; provided that:, after giving effect to any applicable conveyance of equipment to Canadian Foreign Subsidiaries of the Borrower pursuant to Section 6.04(l), at least 85 mobile proppant silo systems and 29 sets of three flipper silo transport trailers will remain in the US; (f) dispositions in connection with transactions permitted under Section 6.06; (g) dispositions of Accounts, in the ordinary course of business, (i) in a true sale transaction effected in connection with the final collection thereof or (ii) in connection with the compromise or settlement thereof; (h) dispositions resulting from any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Loan Parties; (i) no such prepayment shall be required dispositions of property made or deemed made solely because of the creation of Liens permitted under Section 6.02; and (j) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with respect to the business of the Loan Parties. provided that all sales, transfers, leases and other dispositions permitted hereby (A) any Asset Sale other than those permitted by Section 6.04(b)(ii), clauses (b)(iii), (db), (e), (hi), (i) or and (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (Cabove) Asset Sales shall be made for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)solely for cash consideration.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Parent or any of its Subsidiaries, Borrower Parent shall apply an amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments cash collateralize the Uncovered LC Facility Letter of Credit Amount in accordance with Sections 2.10(i) and (jSection 2.6(k); provided that: (i1) so long as no Default shall then exist or arise therefrom, no such prepayment cash collateralization shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)9.7, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 1,000,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii2) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 5,000,000 in any fiscal year of BorrowerParent, such proceeds Net Cash Proceeds shall not be required to be so applied on such date pursuant to Section 2.6(k) to the extent that Borrower (A) Parent shall have delivered a certificate an Officers’ Certificate to the LC Facility Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that and (B) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.8(b); and provided, further, that if the property subject to such Asset Sale constituted Non-Accounts Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be Non-Accounts Collateral.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Restricted Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto make or cause to make be made prepayments in accordance with Sections 2.10(i) and (j)) in an aggregate amount equal to 100% of such Net Cash Proceeds in excess of $1,000,000 in the aggregate; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) (without the payment of a Make-Whole Premium) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii▇▇▇▇▇▇▇ ▇.▇▇(▇), (b)(iii▇), (d▇), (e▇), (h▇), (i▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (jo), ; (B) the disposition granting of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventany Lien permitted by Section 6.02, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per any Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearpermitted by Section 6.05; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement reinvested in assets or fixed or capital assets used or usable useful in the business of Borrower and the Subsidiaries, or any of its Subsidiaries (yother than reinvestments in assets classified as current assets) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within either such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c) (it being understood that, if within such 12-month period Borrower (or one of its Subsidiaries) has contractually committed to so reinvest Net Cash Proceeds, then any Net Cash Proceeds so committed will be exempt from the prepayment required pursuant to this Section 2.10(c), so long as such funds are in fact reinvested as provided above within 18 months after such Asset Sale).

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Restricted Subsidiaries on or after the Closing Date, Borrower Borrower, shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 3,000,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 5,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied ap- plied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, further, that clauses (c)(i) and (ii) shall not apply to any Net Cash Proceeds from Asset Sales pursuant to Section 6.06(g).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted: (a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of ▇▇▇▇▇▇▇▇, no longer economically worthwhile to maintain or otherwise useful in the conduct of the business of the Companies taken as a whole; (b) Asset Sales at fair market value; provided, that, (i) the aggregate fair market value of assets disposed of in respect of all Asset Sales pursuant to this clause (b) shall not exceed $50.0 million in any fiscal year of Borrower (provided, further, that, if the aggregate amount of Asset Sales made under this Section 6.06(b) (including Section 6.06(b) under the Existing Credit Agreement) in any fiscal year (beginning with the fiscal year ending December 31, 2021) shall apply 100be less than the maximum amount of Asset Sales permitted under this Section 6.06(b) for such fiscal year (after giving effect to any carryover), then the amount of such shortfall shall be added to the amount of Asset Sales permitted under this Section 6.06(b) for the immediately succeeding fiscal year) and (ii) at least 75% of the Net purchase price for all property subject to such Asset Sale shall be paid to Borrower or such Subsidiary solely in cash and Cash Proceeds received Equivalents; provided, that, this clause (ii) shall not apply to the Asset Sale anticipated to be made by Entity 2 and described in the Side Letter; (c) leases of real or personal property in the ordinary course of business; (d) mergers and consolidations in compliance with respect thereto Section 6.05 (other than by reference to make prepayments this Section 6.06 (or any clause hereof)); (e) Investments in accordance compliance with Sections 2.10(iSection 6.04 (other than by reference to this Section 6.06 (or any clause hereof)); (f) Dividends in compliance with Section 6.07 (other than by reference to this Section 6.06 (or any clause hereof)); (g) other Asset Sales described in writing to the Administrative Agent prior to the Closing Date; (h) the settlement or early termination of any Permitted Bond Hedge Transaction and (j); provided that:the settlement or early termination of any related Permitted Warrant Transaction; (i) no such prepayment shall be required with respect the issuance of Equity Interests by Entity 1 to (A) any Asset Sale the extent permitted by pursuant to Section 6.04(b)(ii)6.12, (b)(iii), (d), (e), (h), (i) or (j), (B) and the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series any Equity Interests of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearEntity 1; and (iij) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of other Asset Sales shall for aggregate consideration not to exceed $20.0 million in any fiscal year year. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of Borrower, such proceeds shall not be required to be so applied on such date this Section 6.06 with respect to the extent that sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.06 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor) such Collateral shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have delivered a certificate provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Administrative Agent on Agents shall take all actions that are reasonably requested by Borrower in order to evidence or prior to such date stating that such Net Cash Proceeds effect the foregoing. For purposes of Section 6.06(b)(ii), the following shall be used deemed to be cash: (xa) to purchase replacement assets the assumption of any liabilities of Borrower or fixed any Subsidiary with respect to, and the release of Borrower or capital assets used such Subsidiary from all liability in respect of, any Indebtedness of Borrower or usable the Subsidiaries permitted hereunder (in the business amount of Borrower such Indebtedness) that is due and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% payable within one year of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date consummation of such Asset Sale and (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all b) securities received by Borrower or any portion Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by Borrower or such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Subsidiary into cash.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries (other than Foreign Subsidiaries, Borrower shall apply 100% of the provided that such Net Cash Proceeds received with respect thereto of any Asset Sale by such Foreign Subsidiaries is not permitted under any applicable Requirements of Law to be transferred into the United States or the transfer thereof would or could reasonably be expected to result in any material transfer or other Tax or trigger a material increase in Tax on Holdings or any of its Subsidiaries), Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (ef), (g), (h) (in the case of clause (h), to the extent that the aggregate consideration (other than consideration that is contingent upon the ultimate success of such assignee’s commercialization of such Intellectual Property) is less than $15.0 million with respect to each long-term exclusive license or assignment (or in the case of related long-term exclusive licenses or assignments, each family or other group of such exclusive licenses or assignments)), (i) or ), (j), (Bk), (m), (n) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event(p), or (CB) Asset Sales for fair market value resulting in no more than $1.0 15.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 40.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate amount of such Net Cash Proceeds from such Asset Sale (or series of related Asset Sales Sales) shall not exceed $20.0 million in any fiscal year of Borrower100.0 million, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in fixed, capital or fixed or capital other long-term assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Holdings or (z) to acquire 100% any of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days its Subsidiaries within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) within either such 12-month period and (z) within such 360-day periodHoldings, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(iSection 2.09(e) and (j)f) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.09(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iii), (d), (e), (hc)-(g), (i) or and (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 30.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.09(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are (a) expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used within 180 days following the date of such Asset Sale or usable (b) committed to be reinvested in fixed or capital assets within 270 days following the date of such Asset Sale and subsequently reinvested in the business of Borrower and the Subsidiaries, (y) to repair such specified fixed or capital assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 180-day or 360-day period, as applicable, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale (in the case of Asset Sales by non-U.S. parties, to the extent such amounts can be repatriated to the United States without materially adverse tax or other economic consequences taking into account the amount of proceeds received from such Asset Sale as determined by the Administrative Agent (after consultation with Borrower)), Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.04(b)(i), (b)(iii6.04(d), (d6.04(g)(ii), (e6.04(i), (h), (i) or (jand 6.04(k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.5 million in Net Cash Proceeds in any fiscal yearyear and (D) an issuance of Equity Interests by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of therefrom, no such Net Cash Proceeds of Asset Sales prepayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such the Net Cash Proceeds shall of such Asset Sale will be used (x) to purchase replacement assets or fixed or capital other assets used or usable useful in the such person’s business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate shall set and setting forth the estimates of the proceeds to be so expended), and (B) all such Net Cash Proceeds in excess of $2.5 million in respect of any Asset Sale and $5.0 million in the aggregate for all Asset Sales in any fiscal year of Borrower shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided, however, that if all or any portion of such Net Cash Proceeds are not required to be applied to make prepayments as a result of reinvested in accordance with this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following Following the receipt of any Net Cash Proceeds of any Asset SaleSale after the Restatement Date, Borrower shall apply 100% (x) at the option of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject Borrower pursuant to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series written notice of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have reinvestment delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in Agent, the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if may reinvest all or any portion of such Net Cash Proceeds not required in assets useful for its business (A) within twelve (12) months following receipt of such Net Cash Proceeds or (B) if within twelve (12) months following receipt thereof the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds, within 180 days of the date of such legally binding commitment; provided that (1) if an Event of Default shall have occurred and be applied to make prepayments as a result of this clause (ii) continuing, the Borrower shall not be so reinvested as set forth permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuing) and (2) if the assets subject to such Asset Sale constituted ▇▇▇▇▇▇▇▇ Collateral, such reinvestment may only be in clauses (x), assets constituting ▇▇▇▇▇▇▇▇ Collateral and (y) and (z) within any remaining Net Cash Proceeds from such 360-day period, such unused portion Asset Sale shall be applied on the last day of such period twelve-month or 180-day period, as a mandatory applicable, to the prepayment as provided in of the Loans pursuant to this Section 2.10(c2.03(b). Notwithstanding the foregoing, no such prepayment shall be required under this Section 2.03(b) with respect to: (A) amounts not in excess of the Required ABL Prepayment Amount on such date; (B) the disposition of property which constitutes Extraordinary Receipts; and (C) Net Cash Proceeds from an Asset Sale by (1) a Foreign Subsidiary of the Borrower (unless, and to the extent that, any such proceeds are repatriated to the United States) or (2) ▇▇▇▇▇▇▇▇ International LLC unless and to the extent that such proceeds are dividended, loaned or otherwise transferred to a Loan Party.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries (other than Foreign Subsidiaries, Borrower shall apply 100% of the provided that such Net Cash Proceeds received with respect thereto of any Asset Sale by such Foreign Subsidiaries is not permitted under any applicable Requirements of Law to be transferred into the United States or the transfer thereof would or could reasonably be expected to result in any material transfer or other Tax or trigger a material increase in Tax on Holdings or any of its Subsidiaries), Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (ef), (g), (h) (in the case of clause (h), to the extent that the aggregate consideration (other than consideration that is contingent upon the ultimate success of such assignee’s commercialization of such Intellectual Property) is less than $15.0 million with respect to each long-term exclusive license or assignment (or in the case of related long-term exclusive licenses or assignments, each family or other group of such exclusive licenses or assignments)), (i) or ), (j), (Bk), (m) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event(n), or (CB) Asset Sales for fair market value resulting in no more than $1.0 15.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 40.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate amount of such Net Cash Proceeds from such Asset Sale (or series of related Asset Sales Sales) shall not exceed $20.0 million in any fiscal year of Borrower100.0 million, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in fixed, capital or fixed or capital other long-term assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Holdings or (z) to acquire 100% any of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days its Subsidiaries within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) within either such 12-month period and (z) within such 360-day periodHoldings, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales of Inventory, used, obsolete, worn out, worthless or surplus equipment, and cash equivalents in the ordinary course of business; (b) (i) sales, transfers and dispositions solely between or among Obligors and (ii) sales, transfers and dispositions solely between or among Loan Parties that are not Obligors; (c) dispositions not otherwise permitted hereunder which are made for fair market value provided, that (i) at the time of any Asset Salesuch disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value in any fiscal year of Borrower of all assets so sold by the Borrower or any of its Subsidiaries pursuant to this clause (c) shall apply 100not exceed 7.5% of the Consolidated Net Cash Proceeds received Tangible Assets determined as of the last day of the immediately preceding fiscal year; (d) dispositions made by any Immaterial Subsidiary or any Foreign Subsidiary; (e) dispositions in connection with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)an investment permitted by Section 6.04; provided that:, after giving effect to any applicable conveyance of equipment to Canadian Foreign Subsidiaries of the Borrower pursuant to Section 6.04(l), at least 85 mobile proppant silo systems and 29 sets of three flipper silo transport trailers will remain in the US; (f) dispositions in connection with transactions permitted under Section 6.06; (g) dispositions of Accounts, in the ordinary course of business, (i) in a true sale transaction effected in connection with the final collection thereof or (ii) in connection with the compromise or settlement thereof; (h) dispositions resulting from any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Loan Parties; (i) no such prepayment shall be required dispositions of property made or deemed made solely because of the creation of Liens permitted under Section 6.02; and (j) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with respect to the business of the Loan Parties. provided that all sales, transfers, leases and other dispositions permitted hereby (A) any Asset Sale other than those permitted by Section 6.04(b)(ii), clauses (b)(iii), (db), (e), (hi), (i) or and (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (Cabove) Asset Sales shall be made for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)solely for cash consideration.

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by Company or any of its Subsidiaries of any Net Cash Asset Sale Proceeds (or, in the event such Net Asset Sale Proceeds are subject to distribution limitations contained in the ARC Indenture, any ARC Refinancing Indenture, any New ARC Indenture, either MSW Indenture, any MSW Refinancing Indenture, any New MSW Indenture or any Project document or any instrument or agreement governing the terms of any permitted refinancing thereof, no later than the fifth Business Day after the last of such distribution limitations (as the same relates to such Net Asset SaleSale Proceeds) expires), Borrower Company shall apply prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h)Proceeds; provided, (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom have occurred and be continuing on the date of the related Asset Sale, and (ii) to the extent that aggregate of such Net Cash Asset Sale Proceeds from the Closing Date through the applicable date of Asset Sales shall determination do not exceed $20.0 million 5,000,000 in any fiscal year Fiscal Year or $10,000,000 in the aggregate since the Closing Date (excluding, but only for the purposes of Borrowercalculating such cap and not the reinvestment provision itself, such proceeds shall not be required to be so applied Net Asset Sale Proceeds from the sale or other disposition of those assets identified on such date to the extent that Borrower Schedule 6.9-A), Company shall have delivered a certificate the option, directly or through one or more of its Subsidiaries, to the Administrative Agent on or prior to such date stating that invest such Net Cash Asset Sale Proceeds shall be within three hundred sixty days of receipt thereof in long-term productive assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower Company and the its Subsidiaries; provided further, (y) to repair pending any such assets or (z) to acquire 100% of the Equity Interests of any person that owns investment all such replacement or other such assets no later than 360 days following the date of such Net Asset Sale (which certificate Proceeds shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as prepay Revolving Loans to the extent outstanding (without a result of this clause (ii) shall not be so reinvested as set forth reduction in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(cRevolving Commitments).

Asset Sales. Not later than five two Business Days (or such later date as reasonably acceptable to Administrative Agent) following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower the Borrowers shall, and shall cause their domestic Subsidiaries, to apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) except as provided in clause (C) below, any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.05(b)(ii), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 1,000,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales), or (D) and less than Asset Sales until all Asset Sales subject to such prepayment in the aggregate from the date of the last prepayment from Asset Sales equals or exceeds $3.0 million in Net Cash Proceeds in any fiscal year10.0 million; and (ii) subject to Section 2.10(g), and so long as no Default Cash Dominion Event shall then exist or would arise therefrom therefrom, and the aggregate of such Net Cash Proceeds of from Asset Sales shall does not exceed $20.0 5.0 million in any fiscal year of Borrowerthe Borrowers, such proceeds shall not be required to be so applied on such date to the extent that the Lead Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) or committed to be used to purchase replacement assets or fixed or capital assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair Loan Parties that sold such assets or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 270 days following the date of receipt of the Net Cash Proceeds such Asset Sale; provided that if the Property subject to such Asset Sale (which certificate constituted Collateral, then all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall set forth be made subject to the estimates Lien of the proceeds to be so expended)applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; providedprovided further that, howeverif a Cash Dominion Event shall then exist or would arise therefrom, that if all or any portion of such Net Cash Proceeds not required shall be paid by the Borrowers to be applied the Administrative Agent to make prepayments as a result of this clause (ii) shall not be so reinvested temporarily reduce the Obligations as set forth in clauses (x)Section 2.04 hereof, (y) and (z) within such 360-day periodprovided further that, unless the Obligations have been accelerated in accordance with Article VII hereof, upon delivery by the Borrowers to the Administrative Agent of the Officers’ Certificate referenced above, such unused portion Net Cash Proceeds shall be applied on released to the last day of Borrowers (so long as the conditions precedent to Borrowing have been met hereunder) to reinvest such period Net Cash Proceeds as a mandatory prepayment as provided in this Section 2.10(c)set forth above.

Asset Sales. Not later than five Business Days following In addition to any other mandatory repayments pursuant to this Section 5.2, on each date on or after the receipt Closing Date upon which the Borrower or any of its Subsidiaries receives any Net Cash Proceeds of cash proceeds from any Asset Sale, Borrower shall apply an amount equal to 100% of the Net Cash Sale Proceeds received with respect thereto to make prepayments therefrom shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 2.10(i5.2(g) and (jh); provided that: (i) no such prepayment shall be required that with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 5,000,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of cash proceeds from Asset Sales shall not exceed $20.0 million in any fiscal year of the Borrower, such proceeds the Net Sale Proceeds therefrom shall not be required to be so applied on such date to so long as no Default or Event of Default then exists and the extent that Borrower shall have has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Sale Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable to be used in the business permitted pursuant to Section 10.13 (including, without limitation (but only to the extent permitted by Section 10.2), the purchase of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests capital stock of any person that owns a Person engaged in such replacement or other such assets no later than 360 businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverand provided further, that if all or any portion of such Net Cash Sale Proceeds not required to be applied to make prepayments as a result the repayment of this clause (ii) shall outstanding Term Loans are not be so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth in clauses (xabove), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on the last day infoUSA Credit Agreement of such period (or such earlier date, as the case may be) as a mandatory prepayment repayment of principal of outstanding Term Loans as provided above in this Section 2.10(c5.2(e) without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not be required to be applied to a mandatory prepayment of Term Loans pursuant to this Subsection (e).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale (in the case of Asset Sales by non-U.S. parties, to the extent such amounts can be repatriated to the United States without materially adverse economic consequences taking into account the amount of proceeds received from such Asset Sale as determined by the Administrative Agent (after consultation with Borrower)), Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii6.04(b)(i), (d), (e), (h), (i) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or and (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.5 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of therefrom, no such Net Cash Proceeds of Asset Sales prepayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such the Net Cash Proceeds shall of such Asset Sale will be used (x) to purchase replacement assets or fixed or capital other assets used or usable useful in the such Person’s business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate shall set and setting forth the estimates of the proceeds to be so expended), and (B) all such Net Cash Proceeds in excess of $2.5 million individually and $5.0 million in the aggregate in any fiscal year of Borrower shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided, however, that if all or any portion of such Net Cash Proceeds are not required to be applied to make prepayments as a result of reinvested in accordance with this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of principal of outstanding Term Loans as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings (or, in case Holdings shall form Pubco and an IPO shall have occurred, Pubco and not Holdings) or any of their Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (B) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 10.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within 12 months following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(c), (b)(iii), (d), (e), (h), (ig) or (ji), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 250,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 500,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 2,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 -48- within 270 days following the date of receipt of such Net Cash Proceeds from such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not After the expiry of the Certain Funds Period, not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company (other than any issuance or sale of Equity Interests to or from Holdings, Borrower or a Subsidiary Guarantor), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(j) and (j2.10(k); provided that: (i) no such prepayment shall be required under this subclause (i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds of any Asset Sales for fair market value resulting or series of related Asset Sales do not result in no more than $1.0 million 5,000,000 per twelve (12) month period (the “Asset Sale Threshold” and the Net Cash Proceeds in excess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”) in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Event of Default shall then exist or would immediately arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiaries, any Company (yincluding pursuant to a Permitted Acquisition) or to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds be contractually committed to be so expended); providedreinvested, however, that if all within twelve (12) months (or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).eighteen

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Parent Borrower or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto make or cause to make be made prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (ef), (g) or (h) (in the case of clause (h), to the extent that the aggregate consideration (iother than consideration that is contingent upon the ultimate success of such assignee’s commercialization of such Intellectual Property) is less than $5.0 million with respect to each long-term exclusive license or assignment (jor in the case of related long-term exclusive licenses or assignments, each family or other group of such exclusive licenses or assignments)), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 200,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate amount of such Net Cash Proceeds from such Asset Sale (or series of related Asset Sales Sales) shall not exceed $20.0 million in any fiscal year of Borrower75.0 million, such proceeds shall not be required to be so applied on such date to the extent that Parent Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within either such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of No Company will effect any Asset Sale, Borrower or agree to effect any Asset Sale, except that the following shall apply 100be permitted: (a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) Asset Sales that (i) at least 80% of the Net consideration therefor, measured at the time thereof, consists of cash and Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)Equivalents, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom the consideration therefor has a Fair Market Value at the time of such Asset Sale, in the good faith opinion of the Borrower, at least equal to that of the Property subject to such Asset Sale and (iii) the aggregate of such Net Cash Proceeds of Asset Sales consideration received therefor shall not exceed $20.0 million in any fiscal year or $70.0 million since the Closing Date; (c) leases, subleases, licenses or sublicenses of Borrowerreal or personal property in the ordinary course of business and in accordance with the applicable Security Instruments; (d) mergers and consolidations in compliance with Section 9.08; (e) Investments in compliance with Section 9.03; (f) Sale and Leaseback Transactions of Restaurant Locations so long as Sections 2.08(c) and 9.05 are complied with; and (g) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event. To the extent the Majority Lenders or all the Lenders, as applicable, waive the provisions of this Section 9.16 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 9.16, such proceeds Collateral (unless sold to a Company) shall not be required to be sold free and clear of the Liens created by the Security Instruments, and, so applied on such date to long as the extent that Borrower shall have delivered a certificate provided the Agents such certifications or documents as any Agent shall reasonably request in order to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in demonstrate compliance with this Section 2.10(c)9.16, the Agents shall take all actions necessary or reasonably requested by the Companies in order to effect the foregoing.

Asset Sales. Not later than five Business Days following On the receipt twelve (12) calendar month anniversary of the date of any Net Cash Proceeds disposition or sale of any Asset Sale, assets by the Borrower shall apply 100% or any of the Net Cash Proceeds received with respect thereto to make prepayments its Subsidiaries in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment Section 7.4 hereof, the Borrower shall be required with respect make a repayment of the Loans then outstanding in an amount equal to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Proceeds; provided, however, that if all prior to the occurrence or any portion continuance of a Default of Event or Default, the Borrower shall not be required to make a repayment hereunder with respect to a sale of assets (i) in the ordinary course of the Borrower's or its Subsidiaries' businesses, (ii) the Net Proceeds of which have been used by the Borrower or its Subsidiaries to acquire or purchase an asset or assets within twelve (12) months of the date of such asset disposition so long as the Borrower is in compliance with all terms and conditions of this Agreement, (iii) the Net Cash Proceeds of which do not exceed (A) $5,000,000 for any single transaction (or series of related transactions), and (B) $15,000,000 in the aggregate during the term hereof, (iv) in the event that Borrower delivers to the Administrative Agent evidence that the Net Proceeds of such disposition have been used by the Borrower or its Subsidiaries for any sale/leaseback or similar arrangement involving the Borrower's towers, (v) to the extent that the Total Leverage Ratio is less than 6.0 to 1.0 (before and after giving effect to the application of such proceeds), and the after-tax Net Proceeds of which are used to retire in whole or in part the Junior Preferred Stock or (vi) the Net Proceeds of which were realized from the sale of the to-be-acquired Triton Kansas Properties in excess of 7.00 to 1.00 EBITDA, provided that such sale is consummated within twelve (12) months of the acquisition of such properties. Subject to Section 2.7(b)(xii) hereof, the amount of the Net Proceeds required to be applied to make prepayments as a result of repaid under this clause (iiSection 2.7(b)(vi) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied to the Term Loans then outstanding (on a pro rata basis for all Term Loans) in inverse order of maturity for each Term Loan, second to the Revolving Loans and then, if applicable, to the Incremental Facility Loans. Accrued interest on the last day principal amount of the Loans being prepaid pursuant to this Section 2.7(b)(iv) to the date of such period as a mandatory prepayment as provided in this Section 2.10(c)will be paid by the Borrower concurrently with such principal prepayment.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), (hf), (ig), (h) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value in the context of the Companies' normal business operations resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in aggregate Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to no later than five Business Days after such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used (or usable in that the business of Borrower and the Subsidiaries, (yapplicable Company expects to enter into a binding agreement to such effect) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all Net Cash Proceeds in respect of all Asset Sales (other than those referred to in clause (C) of Section 2.10(c)(i)) in excess of $1.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that (x) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (zthe applicable Company has not entered into a binding agreement to such effect) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); (y) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall, to the extent required by Section 5.12, be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.12 and 5.13 and (z) the amount of Net Cash Proceeds from Asset Sales of Real Property applied to a reinvestment pursuant to this clause (ii) shall not exceed $5.0 million in any fiscal year.

Asset Sales. Not later than five Business Days following the receipt (a) The Subsidiary Borrowers and their respective Subsidiaries will not sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Equity Interests, nor will any Subsidiary Borrower issue any additional shares of any Asset Saleits Equity Interests, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatexcept: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)sales of Inventory in the ordinary course of business, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation used or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventsurplus equipment, or (C) Asset Sales for fair market value resulting Permitted Investments, in no more than $1.0 million each case in Net Cash Proceeds per Asset Sale (or series the ordinary course of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; andbusiness; (ii) so long as sales, transfers and dispositions among the Borrowers and their respective Subsidiaries (excluding, however, any sales, transfers and dispositions of Inventory and other Collateral or proceeds thereof, from any Subsidiary Borrower except to another Subsidiary Borrower), provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Borrower shall be made in compliance with Section 7.07 and further provided that within five (5) Business Days after consummation of such sale, transfer or disposition, the provisions of Section 6.13(c) shall be satisfied, if applicable; (iii) sales of Minority Interests in the Equity Interests of any Subsidiary; provided that (A) no Event of Default shall then exist has occurred and is continuing or would arise therefrom and (B) no Change in Control would result therefrom; (iv) sales of real and personal property in connection with the closure of any store location to the extent such property is not, in the Parent Borrower’s reasonable judgment, necessary for the continued conduct of the Subsidiary Borrowers’ business; and (v) sales of real property with a value not to exceed $25,000,000 for cash in an aggregate amount not less than the fair market value of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date property to the extent that Borrower shall have delivered a certificate the proceeds of such sale are used to fund working capital and other general corporate purposes of the Administrative Agent on or prior to such date stating Subsidiary Borrowers and their respective Subsidiaries; provided that such Net Cash Proceeds all sales, transfers, leases and other dispositions permitted hereby shall be used made at arm’s length and for fair value and solely for cash consideration (xother than sales, transfers and other dispositions among Borrowers permitted under clause (ii)); and further provided that the authority granted hereunder may be terminated in whole or in part by the Agent upon the occurrence and during the continuance of any Event of Default; (i) to purchase replacement assets The Parent Borrower will not sell, transfer, lease or fixed otherwise dispose of receipts from credit card processors of the Subsidiary Borrowers or capital assets used or usable in the business of Parent Borrower except among the Parent Borrower and the SubsidiariesSubsidiary Borrowers; (ii) The Parent Borrower will not, after the occurrence and during the continuation of an Event of Default, sell, transfer, lease or otherwise dispose of any asset (yincluding any Equity Interests or the issuance of any additional shares of its Equity Interests unless done in accordance with Section 7.05(b)(iii) to repair such below), except: (A) (1) sales of assets in the ordinary course of business, or (z2) used or surplus equipment, or (3) Permitted Investments, in each case in the ordinary course of business; (B) sales, transfers and dispositions among the Parent Borrower and the Subsidiary Borrowers; and (C) other sales, transfers, or dispositions of assets not in the ordinary course of business; provided that such sales do not exceed ten percent of the book value of all of the consolidated tangible assets of the Parent Borrower as of the date of such Event of Default; and (D) sales of real and personal property in connection with the closure of any store location to acquire 100% the extent such property is not, in the Parent Borrower’s reasonable judgment, necessary for the continued conduct of the Parent Borrower’s business; (iii) The Parent Borrower may sell additional shares of its Equity Interests and any Minority Interests in the Equity Interests of any person Subsidiary; provided that owns such replacement (A) no Event of Default has occurred and is continuing or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a would result of this clause (ii) shall not be so reinvested as set forth in clauses (x)therefrom, (yB) no Change in Control would result therefrom and (zC) within such 360-day period, such unused portion all sales permitted hereby shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)made at arm’s length and for fair value.

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 25.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied as prepayments in accordance with this Section 2.10(c) on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12. If the aggregate of such Net Cash Proceeds exceeds $25.0 million, then the amount in excess of $25.0 million shall in all cases be applied as a prepayment in accordance with this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Restricted Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments without premium or penalty in accordance with Sections 2.10(i2.10(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), (f), (h), (ij), (k) or (jl), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) any Asset Sales for fair market value resulting in no more than $1.0 million in made by any Foreign Restricted Subsidiary to the extent that (1) the Net Cash Proceeds per of all such Asset Sale (or series Sales of related Asset Sales) and less than $3.0 million in all Foreign Restricted Subsidiaries together with the Net Cash Proceeds of Casualty Events described in Section 2.10(e)(i)(y)(A) do not exceed $15,000,000 in the aggregate during the term of this Agreement, (2) local Requirements of Law prohibit such Foreign Restricted Subsidiary from making payment of the Net Cash Proceeds of such Asset Sale to the Loan Parties, whether through the repayment of intercompany loans, dividends or otherwise (provided that to the extent any fiscal yearsuch Requirements of Law permit such payments at a later time, such prepayment shall be required within five Business Days thereafter) or (3) Borrower determines in good faith that repatriation to the United States of any such Net Cash Proceeds of an Asset Sale by a Foreign Restricted Subsidiary would have a material adverse tax consequence with respect to such funds (provided that if such funds are so repatriated by such Foreign Restricted Subsidiary, such repatriated funds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment pursuant to Section 2.10(g)); and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) reinvested, or committed to purchase replacement assets or be reinvested, in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within 12 months following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Sale; provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day month period (or if the Loan Parties have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the date of such Asset Sale), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not No later than five the first Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Asset Sale Proceeds of Term Priority Collateral (or, after the Discharge of ABL Obligations, Net Asset Sale Proceeds of any Asset SaleCollateral), Borrower Company shall apply 100% of offer to prepay the Net Cash Proceeds received with respect thereto to make prepayments Loans as set forth in accordance with Sections 2.10(i2.14(b) and (j); provided that: (i2.14(d) no in an aggregate amount equal to such prepayment shall be required with respect to (A) any Net Asset Sale permitted by Section 6.04(b)(ii)Proceeds; provided, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist have occurred and be continuing on or would arise therefrom and the aggregate as of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerfirst Business Day, such proceeds shall not be required to be so applied on such date to the extent that Borrower Company shall have delivered a certificate the option (exercisable upon written notice thereof to the Administrative Agent on or prior to such date stating that such first Business Day), directly or through one or more of its Subsidiaries, to invest Net Cash Asset Sale Proceeds shall be within 365 days of receipt thereof in long-term productive assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower Company and its Subsidiaries or to make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries (it being expressly agreed that any Net Asset Sale Proceeds not so invested shall be immediately offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time that Net Asset Sale Proceeds not so invested shall equal or exceed $5,000,000 in the Subsidiariesaggregate, an amount equal to all such Net Asset Sale Proceeds shall be deposited by Company, unless waived by Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent as part of the Collateral (it being understood that, (x) so long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall release or consent to the release of such funds to Company upon delivery to Administrative Agent of a certificate of an officer of Company certifying that such funds shall, upon release of such funds, be applied in accordance this Section 2.13(a) and (y) to repair the extent such assets amounts are not applied in accordance with, and at the times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or (zimmediately paid over to Administrative Agent to be applied, as set forth in Section 2.14(b)); provided, further, that notwithstanding the foregoing, the Net Asset Sale Proceeds from any sale leaseback transaction permitted pursuant to Section 6.1(n) hereof shall be offered to acquire 100% be applied as set forth in Sections 2.14(b) and 2.14(d). In the event that prior to the Discharge of the Equity Interests ABL Obligations Holdings, Company or its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a Subsidiary or is a sale of a division or line of business, then, for purposes of determining the amount of any person that owns such replacement prepayment required to be made or other such assets no later than 360 days following offered hereunder, a portion of the date proceeds of such Asset Sale in an amount equal to (which certificate shall set forth i) the estimates net book value of the proceeds to be so expended); provided, however, that if all or any portion of accounts receivable included in such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause Asset Sale plus (ii) the appraised fair market value of all inventory included in such Asset Sale (based on the most recent appraisal delivered under the Revolving Credit Facility) shall be treated as ABL Priority Collateral and shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as give rise to a mandatory prepayment as provided in this Section 2.10(c)hereunder.

Asset Sales. (i) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleDisposition of any Property of any Credit Party (except for Dispositions of the JV Interests or of the of the type described in Sections 2.8(e), Borrower (f) and (g)) now owned or hereafter acquired, such Credit Party shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.10(i2.8(h) and (ji); provided that: (i) that no such prepayment repayment shall be required under this Section 2.8(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)the Disposition of Property that constitutes a Casualty Event, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales Dispositions for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale Disposition (or series of related Asset SalesDispositions) and less than $3.0 million 200,000 in aggregate Net Cash Proceeds before the Maturity Date, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (D) Dispositions permitted by Section 6.4(b)(i), (ii), (iii) (other than subclause (B) of Section 6.4(b)(iii)), (iv), (v), (vii), (viii) and (ix); and provided, further that so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of all Net Cash Proceeds from any fiscal yearDisposition reinvested as described in clauses (I) and (II) below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 2.8(c)) shall not exceed an amount equal to $25,000,000 in the aggregate (I) within one (1) year of receipt thereof in long term productive assets of the general type used in the business of the Credit Parties, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within ten (10) Business Days of receipt thereof, provided that if any amount is so committed to be reinvested but is not reinvested within ten (10) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right; and (ii) so long as no Default shall then exist or would arise therefrom and Not later than one (1) Business Day following the aggregate receipt of any Net Cash Proceeds from the Disposition of the JV Interests, such Credit Party shall, subject to the Intercreditor Agreement apply 100% of such Net Cash Proceeds to make repayments of Asset Sales the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) and (i); provided that no such repayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required under this Section 2.8(c) with respect to be so applied on such date any Disposition to the extent that Borrower shall have delivered a certificate to the Administrative Agent no Obligations are then outstanding on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion receipt of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Proceeds.

Asset Sales. (a) The Issuer shall not, and shall not permit any Restricted Party to, directly or indirectly, effect any disposition of any property, except that the following shall be permitted (an “Asset Sale”): (1) dispositions of surplus, worn out or obsolete property (other than Vessels) by the Issuer or any Restricted Party in the ordinary course of business and the abandonment or other disposition of Intellectual Property of the Issuer or any Restricted Party that is, in the reasonable good faith judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and the Restricted Parties taken as a whole; (2) other dispositions of property; provided, that (A) no Event of Default then exists or would result therefrom; (B) the Issuer and the Restricted Parties shall be in compliance, on a pro forma basis after giving effect to (x) such disposition (as well as all other dispositions since the last day of the most recently ended fiscal quarter of the Issuer and on or prior to the subject disposition) and (y) any purchases of vessels that became Collateral Vessels (and for which Vessel Appraisals were delivered to the Holders) during the period set forth in the parenthetical in preceding clause (x), with (A) the Loan to Value Test under the Senior Credit Agreement and (B) the financial covenant set forth in Section 6.10(b) of the Senior Credit Agreement for the most recently ended fiscal quarter of the Issuer as if such disposition (or dispositions and/or purchases) occurred on the last day of such fiscal quarter; (C) the aggregate consideration received in respect of all dispositions of property pursuant to this clause (3) shall not exceed $325,000,000; provided, however, to the extent that the Net Cash Proceeds (or a portion thereof) from any disposition of property pursuant to this clause (3) have been (i) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of such disposition or (ii) in the case of the proceeds being contracted to be reinvested, such investment has occurred within 18 month following the date of such disposition, the amount of such Net Cash Proceeds so reinvested shall refresh the original utilization of this basket to the extent of such Net Cash Proceeds so reinvested; (D) such dispositions of property are made for Fair Market Value and on an arms-length commercial basis; and (E) at least 75% of the consideration payable in respect of such disposition of property is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition; (3) leases of, or charter contracts in respect of, real or personal property (other than Sale and Leaseback Transactions) in the ordinary course of business and in accordance with the Senior Credit Agreement and the ABN Facility; (4) any disposition, issuance or sale in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 10.10; (5) dispositions consisting of mergers and consolidations in compliance with Section 8.01; (6) sales of inventory in the ordinary course of business and dispositions of cash and Cash Equivalents in the ordinary course of business; (7) any disposition of property that constitutes a Casualty Event; (8) any disposition of property or assets, or issuance of securities by a Restricted Party, to the Issuer or by the Issuer or a Restricted Party to another Restricted Party; (9) grants of non-exclusive licenses or sublicenses in the ordinary course of business to use the Intellectual Property of the Issuer or any Restricted Party and technology or licenses or sublicenses related to such Intellectual Property and technology to the extent that such licenses or sublicenses do not materially impair the conduct of the business of the Issuer or any Restricted Party or otherwise prohibit the collateral agent under the Senior Credit Facilities from obtaining a security interest in the Intellectual Property or technology subject to such license or sublicense; (10) sales, forgiveness or other dispositions without recourse in the ordinary course of business of accounts receivable arising in the ordinary course of business in connection with the collection or compromise thereof but not as part of any financing transaction; (11) dispositions of Equity Interests in any Specified Joint Venture; provided, that (i) no Event of Default then exists or would result therefrom, (ii) such dispositions are made for Fair Market Value and on an arms-length commercial basis and (iii) at least 75% of the consideration payable in respect of such disposition is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition; (12) investments and dividends in compliance with Section 10.10; and (13) the sale of the Seaways L▇▇▇▇ ▇▇▇▇; provided that such sale occurs in accordance with the Senior Credit Agreement, including with respect to the use of proceeds thereunder. (b) Not later than five Business Days following the receipt by the Operating Company or any Restricted Subsidiary of any Net Cash Proceeds of any Asset SaleSale or Casualty Event with respect to collateral securing the Senior Credit Facilities, Borrower the Operating Company shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(iSection 2.10(b)(vi) and (j); provided that: (id) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)thereof, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement without giving effect to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than exception of $1.0 million in 5,000,000 of Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (xprovided in Section 2.10(b)(vi) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)thereof; provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion any assets securing the ABN Facility shall be applied on in accordance with the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)provisions thereunder.

Asset Sales. Not later than five Business Days following On each date upon which the receipt Borrower or any of its Subsidiaries receives any Net Cash Proceeds of cash proceeds from any Asset Sale, the Borrower shall apply pay to the Administrative Agent for application to the Term Loans an amount equal to 100% of the Net Cash Sale Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)therefrom; provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 5,000,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of cash proceeds from Asset Sales shall not exceed $20.0 million in any fiscal year of the Borrower, such proceeds the Net Sale Proceeds therefrom shall not be required to be so applied on such date to so long as no Default or Event of Default then exists and the extent that Borrower shall have has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Sale Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable to be used in the business permitted pursuant to Section 10.13 (including (but only to the extent permitted by Section 10.2), the purchase of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests capital stock of any person that owns a Person engaged in such replacement or other such assets no later than 360 businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverand (ii) provided further, that if all or any portion of such Net Cash Sale Proceeds not required to be applied to make prepayments as a result the repayment of this clause (ii) shall outstanding Term Loans are not be so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth in clauses (xabove), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory prepayment repayment of principal of outstanding Term Loans as provided in clause (i) above without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000 from the sale of the Borrower’s property consisting of approximately 25.7 acres in two parcels located in Montebello, New York shall not be required to be applied to a mandatory prepayment of Term Loans pursuant to this Section 2.10(csubsection (c).

Asset Sales. Not later than five seven Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of therefrom, such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following On each date upon which the receipt Borrower or any of its Subsidiaries receives any Net Cash Proceeds of cash proceeds from any Asset Sale, the Borrower shall apply pay to the Agent for application to the Term Loans an amount equal to 100% of the Net Cash Sale Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)therefrom; provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 5,000,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of cash proceeds from Asset Sales shall not exceed $20.0 million in any fiscal year of the Borrower, such proceeds the Net Sale Proceeds therefrom shall not be required to be so applied on such date to so long as no Default or Event of Default then exists and the extent that Borrower shall have has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Sale Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable to be used in the business permitted pursuant to Section 10.13 (including, without limitation (but only to the extent permitted by Section 10.2), the purchase of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests capital stock of any person that owns a Person engaged in such replacement or other such assets no later than 360 businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverand (ii) provided further, that if all or any portion of such Net Cash Sale Proceeds not required to be applied to make prepayments as a result the repayment of this clause (ii) shall outstanding Term Loans are not be so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth in clauses (xabove), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory prepayment repayment of principal of outstanding Term Loans as provided in clause (i) above without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres in two parcels located in Montebello, New York shall not be required to be applied to a mandatory prepayment of Term Loans pursuant to this Section 2.10(cSubsection (c).

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) so long as no Default shall then exist or arise therefrom, no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all Net Cash Proceeds in respect of all Asset Sales (other than those referred to in clause (C) of Section 2.10(c)(i)) in excess of $5.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12. With respect to the sale of any Collateral that is sold as permitted by this Agreement, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents.

Asset Sales. Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply an amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended2.10(h); provided, however, that if with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.10(c), at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date of such Asset Sale), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary thereof may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets of the Borrower or such Subsidiary, so long as within 365 days after the receipt of such Net Cash Proceeds such reinvestment transactions shall have been consummated; provided that, if the Borrower or such Subsidiary enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of the Borrower or such Subsidiary within 365 days of the receipt thereof, Borrower or such Subsidiary thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; and provided further, however, that any Net Cash Proceeds not required to reinvested in accordance with the terms of, and within the time frames set forth in, this Section 2.10(c) shall be immediately applied to make prepayments as a result the prepayment of this clause (ii) shall not be so reinvested the Loans as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five 10 Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries (excluding any Asset Sale to the Borrower or any Subsidiary permitted hereunder), Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e) (except to the extent reliant on Section 6.06 (b)), (f), (g), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom has occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borroweris continuing, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital assets used or usable reinvested in the Borrower’s business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within 12 months following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as within such 12 month period, such unused portion (subject to the provisos set forth in clauses (x), (yiii) and (ziv) within such 360-day period, such unused portion of Section 6.13) shall be applied on or before the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted (i) Collateral consisting of Mortgaged Vessels and the Collateral Maintenance Ratio is less than 1.25 to 1.00 after such Asset Sale, or (ii) Collateral other than Mortgaged Vessels, then all or substantially all (as determined by Collateral Agent) property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent or Mortgage Trustee, as applicable, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.