Common use of Asset Sales Clause in Contracts

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness).

Asset Sales. The Company will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, consummate any an Asset Sale, unless, after giving effect except for any Asset Sale for Fair Market Value (measured as of the date of the definitive agreement with respect to such proposed Asset Sale, ) if all of the aggregate value following conditions are met: (a) at least 75% of all assets the consideration paid to the Company or such Subsidiary in connection with such Asset Sale is in the form of cash or the assumption by the purchaser of liabilities of the Company or any of its Subsidiaries (other than liabilities that are by their terms contractually subordinated to the Notes or the applicable Note Guarantee) as a result of which the Company and its Subsidiaries are no longer obligated with respect to such liabilities, (valued b) no Event of Default has occurred and is continuing or shall result from such disposition, and (c) the aggregate amount of Asset Sales shall not exceed $1,000,000 in any calendar year. To the extent the requisite Holders under the applicable provisions of Section 9.02 waive the provisions of this Section 4.15, with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 4.15, such Collateral (unless sold to a Note Party) shall be sold free and clear of the Liens created by the Collateral Documents without any further action by or consent from the Trustee, Collateral Agent or any Holder, and, so long as the Company shall have previously provided to the Collateral Agent and the Trustee such certifications or documents as the Collateral Agent and/or the Trustee shall reasonably request in order to demonstrate compliance with this Section 4.15, the Collateral Agent shall take all actions reasonably requested by, and at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of sole cost and expense of, the Company and ending on in order to effect the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)foregoing.

Asset Sales. The Company will notSubject to the terms of the Specified Subordination Agreement, and will not permit no later than the third Business Day following the date of receipt by any Subsidiary toCredit Party of any Net Cash Proceeds from Asset Sales (excluding Asset Sales permitted under Section 7.4 other than Section 7.4(g)(ii)) in excess of $1,000,000 in the aggregate in any Fiscal Year, consummate any Asset Sale, unless, after giving effect the Borrower shall prepay the Loans as set forth in Section 2.9(a) in an aggregate amount equal to such proposed Asset SaleNet Cash Proceeds; provided, so long as (i) no Event of Default shall have occurred and be continuing, (ii) the aggregate value of all assets Borrower has delivered the Agent prior written notice of the Company and its Subsidiaries Borrower’s intention to apply such monies (valued at the greater “Reinvestment Amounts”) to the costs of net book value replacement of the properties or fair value) assets that were are the subject of an Asset Sale during such sale or disposition or the period commencing on cost of purchase or construction of other assets useful in the first day business of the then current Fiscal Year Borrower, (iii) the monies are held in a deposit account in which the Agent has a perfected security interest, and (iv) the Borrower completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, the Borrower shall have the option to apply such monies to the costs of replacement of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, assets that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were are the subject of an Asset Sale if such sale or disposition or the Net Proceeds from such Asset Sale are applied by costs of purchase or construction of other assets useful in the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors business of the Company) at least equal to that of the assets so disposed of, or (ii) Borrower unless and to the repayment extent that such applicable period shall have expired without such replacement, purchase or prepayment of unsubordinated Indebtedness of construction being made or completed, in which case, any amounts remaining in the Company (other than (xcash collateral account shall be paid to the Agent and applied in accordance with Section 2.9(a). Nothing contained in this Section 2.8(a) Indebtedness owing by shall permit the Company to Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 7.4. (b) Insurance/Condemnation Proceeds. Subject to the terms of the Specified Subordination Agreement, no later than the third Business Day following the date of receipt by any Credit Party, or the Agent as loss payee, of any Net Cash Proceeds from insurance or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans condemnation, taking or other extensions casualty in excess of credit from time to time, unless $1,000,000 in connection with such payment of Indebtednessthe aggregate in any Fiscal Year, the availability Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds; provided, so long as (i) no Event of credit under such credit facility is permanently reduced by an amount not less than Default shall have occurred and be continuing, (ii) the amount Borrower has delivered the Agent prior written notice of the Borrower’s intention to apply the Reinvestment Amounts to the costs of replacement of the properties or assets that are the subject of such proceeds applied to condemnation, taking or other casualty or the payment cost of such Indebtedness).purchase or construction of other assets useful in the business of the Borrower, (iii) the monies are held in a deposit

Asset Sales. The Company will Except for the sale of assets required to be ----------- sold to conform with governmental requirements, the Borrower shall not, and will shall not permit any Subsidiary of its Subsidiaries to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Company Borrower and its Consolidated Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day as of the then current Fiscal Year beginning of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then Borrower's most recently ended Fiscal Year of the Company preceding such Asset Salefull fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of -------- ------- the foregoing calculation 25% limitation specified above, there shall not be included the value of : (a) if any assets which were the subject of an such Asset Sale is in the ordinary course of business of the Borrower and its Subsidiaries; (b) if the Net Proceeds from assets subject to any such Asset Sale are applied by worn out or are no longer useful or necessary in connection with the Company within 360 days after operation of the receipt businesses of the Borrower or its Subsidiaries; (c) if the assets subject to any such Net Proceeds either Asset Sale are being transferred to a Wholly-Owned Subsidiary of the Borrower; (d) to the extent the assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with the Caribou Investments Joint Venture; (e) if the proceeds from any such Asset Sale (i) to make an investment in Additional Assets having a fair market value (as determined in good faith are, within 12 months of such Asset Sale, invested or reinvested by the Board of Directors Borrower or any Subsidiary in a Permitted Business, (ii) are used by the Borrower or a Subsidiary to repay Debt of the Company) at least equal to that of the assets so disposed ofBorrower or such Subsidiary, or (iiiii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing are retained by the Company Borrower or its Subsidiaries; or (f) if, prior to any of its Subsidiaries or any Affiliate such Asset Sale, Xxxxx'x and (y) Indebtedness in respect of any revolving credit or similar facility providing S&P confirm the Company or then current Borrower Ratings after giving effect to any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Asset Sale.

Asset Sales. The Except as provided below, no later than the second Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Company will notshall 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 all Net Asset Sale Proceeds. So long as no Default or Event of Default shall have occurred and be continuing, and will to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not permit any Subsidiary toexceed $5,000,000, consummate any Company shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale, unless, Sale Proceeds within one hundred eighty (180) days after giving effect to such proposed Asset Sale, receipt thereof in other assets useful in the aggregate value business of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleSubsidiaries; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of as to any assets which were the subject of an Net Asset Sale if the Proceeds that have not been so invested, or applied to prepay Loans within one hundred eighty (180) days after such Net Proceeds from such Asset Sale are applied by Proceeds were received, Company or one of its Subsidiaries shall either (i) prepay the Company Loans and/or permanently reduce the Revolving Commitments with such Net Asset Sale Proceeds or (ii) have entered into a binding commitment to invest such Net Asset Sale Proceeds in such assets within 360 days after the receipt of thereof. Pending any such investment or prepayments, all such Net Asset Sale Proceeds either (i) shall be applied to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) prepay Revolving Loans to the repayment extent outstanding (without a reduction in Revolving Commitments). Any Net Asset Sale Proceeds which have not been invested or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of prepay Loans as required above within 180 or, if a binding commitment to invest such Indebtedness)Net Asset Sale Proceeds was entered into as provided above, 360 days after receipt shall be applied to prepay Loans at such time.

Asset Sales. The If, at any time after the Indebtedness under the Senior Credit Documents shall have been paid in full and the commitments to lend thereunder shall have terminated, any Company will not, and will not permit any Party or Subsidiary to, intends to consummate any Asset Sale and the aggregate net proceeds from such Asset Sale exceeds $25,000, it shall, within ten (10) Business Days prior to the proposed date of consummation of such Asset Sale, unlessnotify the Holder in writing of the proposed Asset Sale (including, after giving effect without limitation, the subject matter and the material terms thereof and the proposed date of consummation) and the proposed use of the proceeds to be derived from such proposed Asset Sale. Within five (5) Business Days following the Holder's receipt of such written notice, the Holder may, by written notice furnished to the applicable Issuer, direct the applicable Issuer to apply all Net Cash Proceeds derived from such Asset Sale to prepay principal of, accrued and unpaid premium, if any, and accrued and unpaid interest on this Note. If the Holder directs the applicable Issuer to make the mandatory prepayment contemplated by this SECTION 4(a), the applicable Issuer shall make such prepayment within one (1) Business Day following the date of consummation of such Asset Sale. In addition, to the extent that the applicable Issuer receives any cash or cash equivalents upon the sale, conversion, collection or other liquidation of any non-cash proceeds from such Asset Sale, the aggregate value of all assets of applicable Issuer shall notify the Company and its Subsidiaries Holder in writing within one (valued at the greater of net book value or fair value1) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Business Day of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedreceipt. The Holder may, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days five (5) Business Days after the receipt of such Net Proceeds either (i) written notice, direct the applicable Issuer in writing to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Companymandatory prepayment under this SECTION 4(a) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtednesscash or cash equivalents and, if the Holder so directs the applicable Issuer in writing, the availability of credit under applicable Issuer shall make such credit facility is permanently reduced by an amount not less than the amount mandatory prepayment within one (1) Business Day following its receipt of such proceeds applied to the payment of such Indebtedness)Holder's written notice.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as at receipt thereof), Company shall prepay the last day of Loans and/or the then most recently ended Fiscal Year of the Company preceding Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Default or Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $250,000 in any twelve consecutive month period, upon delivery of a written notice to Administrative Agent, Company shall have the option, directly or prepayment of unsubordinated Indebtedness through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (other than 180) days following receipt of such Net Asset Sale Proceeds (xand so long as any such individual or aggregate investment in the amount of $250,000 or more in any twelve consecutive month period has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) Indebtedness owing and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. Notwithstanding the foregoing, with respect to the Las Vegas Termination Payments, the Company shall be required to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing prepay the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced Obligations by an amount equal to the Las Vegas Excess Termination Payments in accordance with Section 2.14(b) (in lieu of reinvestment), unless the Company has notified the Administrative Agent, in writing and prior to 30 days after receipt by Holdings or its Subsidiaries of any Las Vegas Termination Payments, of the specific investment into which such Las Vegas Excess Termination Payments shall be re-invested, in which case, the Las Vegas Excess Termination Payments may be reinvested in accordance with this Section 2.13(a) in such designated specific investment (or applied to prepay the Obligations in accordance with this Section 2.13(a)). In the event that the Asset Sale Reinvestment Amounts are not less than reinvested by Company prior to the amount earlier of (i) the last day of such proceeds applied one hundred eighty (180) day period, and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the payment of such IndebtednessObligations as set forth in Section 2.14(b).

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, Not later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on tenth Business Day following the date of such proposed receipt by Holdings or any of its Subsidiaries of any Net Asset Sale does not exceed 10% Proceeds (other than any Net Asset Sale Proceeds from (x) the TLA Disposition and/or (y) any Dispositions of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such any Specified Non-Core Asset Sale; providedB, however, that for purposes of the foregoing calculation above, there shall which Net Asset Sale Proceeds will not be included subject to this Section 2.10(a)), the value of any assets which were Borrower shall prepay the subject of Loans in an aggregate amount equal to such Net Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either Proceeds; provided that (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Event of Directors of the Company) at least equal to that of the assets so disposed of, or Default shall have occurred and be continuing and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds (excluding any Net Asset Sale Proceeds from (x) the TLA Disposition and/or (y) any Dispositions of any Specified Non-Core Asset B) from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or prepayment of unsubordinated Indebtedness through one or more of the Company Operating Credit Parties or any of their respective Subsidiaries, to invest Net Asset Sale Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long‑term productive assets of the general type used in the business of Holdings and its Subsidiaries, in capital expenditures, in inventory or in other assets (other than (xCash and Cash Equivalents) Indebtedness owing by used or useful in the Company business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect permitted under Section 6.1 pursuant to the terms of any revolving credit or similar facility providing the Company or any documentation governing such Subsidiary Senior Secured Debt with the right proceeds of such Asset Sale (such Senior Secured Debt required to obtain loans be repaid or other extensions repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Asset Sale Proceeds on a pro rata basis to the prepayment of credit from time the Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(a) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time, unless in connection with it being agreed that the portion of such payment of Indebtedness, net proceeds allocated to the availability of credit under such credit facility is permanently reduced by an amount Other Applicable Indebtedness shall not less than exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the payment of such Indebtedness)Loans in accordance with the terms hereof.

Asset Sales. The Company will not, and will not permit No later than the fifth Business Day following the date of receipt by the Borrower or any Subsidiary to, consummate of any Net Proceeds in respect of any Asset Sale, unlessthe Borrower shall prepay the Term Borrowings (and, after giving effect the Term Borrowings shall have been repaid in full, reduce permanently the Revolving Commitments as provided in Section 2.15(b)) in an aggregate amount equal to such proposed Asset SaleNet Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on Borrower may, prior to the date of such proposed Asset Sale does not exceed 10% the required prepayment, deliver to the Administrative Agent a certificate of Consolidated Total Assets determined as at the last day an Authorized Officer of the then most recently ended Fiscal Year Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in fixed or capital assets useful in the business of the Company preceding such Asset Sale; provided, however, that for purposes of Borrower and the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company Subsidiaries within 360 270 days after the receipt of such Net Proceeds, and certifying that no Default or Event of Default has occurred and is continuing, in which case the Borrower may so reinvest such Net Proceeds either within such period; provided further (i) to make an investment the extent any such Net Proceeds shall be received in Additional Assets having respect of assets owned by a fair market value Credit Party, such Net Proceeds may be reinvested only in assets owned by one or more Credit Parties (as determined other than, in good faith by each case, Equity Interests in Foreign Subsidiaries, except to the Board extent such Net Proceeds shall have resulted from the sale of Directors of the Company) at least equal to that of the assets so disposed ofEquity Interests in one or more Foreign Subsidiaries), or (ii) to the repayment extent any such Net Proceeds shall be received in respect of assets owned by a Subsidiary that is not a Credit Party but the Equity Interests in which constitute Collateral, such Net Proceeds may be reinvested only in assets owned by one or prepayment more Credit Parties (including Equity Interests in Foreign Subsidiaries) or assets owned by a Subsidiary the Equity Interests in which constitute Collateral and (iii) any such Net Proceeds that are not so reinvested by the end of unsubordinated Indebtedness such period shall be applied to prepay the Term Borrowings (and, after the Term Borrowings shall have been repaid in full, to reduce permanently the Revolving Commitments as provided in Section 2.15(b)) promptly upon the expiration of such period. Any amount referred to in any such certificate shall, pending reinvestment as provided in such certificate or application to prepay the Term Borrowings, be, at the option of the Company (other than Borrower, (x) Indebtedness owing by held in a Deposit Account of the Company Borrower that is subject to any a Blocked Deposit Account Control Agreement in favor of its Subsidiaries the Collateral Agent or any Affiliate and (y) Indebtedness applied to prepay outstanding Revolving Loans (in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by which case an amount not less than of the Revolving Commitments equal to the amount of such the proceeds so applied shall be restricted and not available for Credit Extensions to the Borrower other than Borrowings the proceeds of which are promptly reinvested or applied to the payment of such Indebtednessprepay Term Borrowings as contemplated by this paragraph).

Asset Sales. The If at any time any Company will not, and will not permit any Subsidiary to, Party intends to consummate any Asset Sale (including, without limitation, any Asset Sale involving the sale of the Voting Stock, or all or substantially all of the assets, of any of its Subsidiaries) in any Fiscal Year (which Asset Sale, unlesswhen taken together with any other Asset Sales in the same Fiscal Year, after giving effect exceeds aggregate proceeds of $25,000), it shall, within ten (10) Business Days prior to the proposed date of consummation of such Asset Sale, notify the Holder in writing of the proposed Asset Sale (including, without limitation, the subject matter and the material terms thereof and the proposed date of consummation) and the proposed use of the proceeds to be derived from such Asset Sale. Within two (2) Business Days following the Holder's receipt of such written notice, the Holder may, by written notice furnished to the Company, direct the applicable Company Party to apply all Net Available Cash derived from such Asset Sale to prepay the outstanding principal balance of, premium, if any, and accrued and unpaid interest on this Note. If the Holder directs such Company Party to make the mandatory prepayment contemplated by this SECTION 4(a), such Company Party shall make such prepayment within one (1) Business Day following the receipt of the Net Available Cash derived from such Asset Sale. In addition, to the extent that any Company Party receives any cash or cash equivalents upon the sale, conversion, collection or other liquidation of any non-cash proceeds from such Asset Sale, the aggregate value of all assets of Company shall notify the Company and its Subsidiaries Holder in writing within two (valued at the greater of net book value or fair value2) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Business Days of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedreceipt. The Holder may, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days five (5) Business Days after the receipt of such Net Proceeds either written notice, direct such Company Party (iby written notice furnished to the Company) to make an investment in Additional Assets having a fair market value mandatory prepayment under this SECTION 4(a) with such cash or cash equivalents and, if the Holder so directs such Company Party, such Company Party shall make such mandatory prepayment within one (as determined in good faith by the Board of Directors 1) Business Day following its receipt of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Holder's notice.

Asset Sales. The Company will not, and will not permit Following the receipt of any Subsidiary to, consummate Net Cash Proceeds of any Asset SaleSale after the Restatement Date, unless, after giving effect (x) at the option of the Borrower pursuant to such proposed Asset Salea written notice of reinvestment delivered to the Administrative Agent, the aggregate value Borrower may reinvest all or any portion of all 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 Company and its Subsidiaries (valued at the greater Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds, within 180 days of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed legally binding commitment; provided that (1) if the assets subject to such Asset Sale does constituted Real Property, such reinvestment may not exceed 10% be made in assets other than Real Property (other than fixtures that are depreciated on a book value basis in accordance with GAAP within four years or less), (2) if an Event of Consolidated Total Assets determined as at Default shall have occurred and be continuing, the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there Borrower shall not be included permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the value Borrower entered into at a time when no Event of any Default existed or was continuing) and, (23) if the assets which were the subject of an to such Asset Sale constituted Xxxxxxxx Collateral, such reinvestment may only be in assets constituting Xxxxxxxx Collateral and (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) any remaining Net Cash Proceeds from such Asset Sale are shall be applied by on the Company within 360 days after the receipt last day of such Net Proceeds either (i) twelve-month or 180-day period, as applicable, to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors prepayment of the CompanyLoans pursuant to this Section 2.03(bf) at least equal to that of the assets so disposed of, or (iij), as applicable. Notwithstanding the foregoing, no such prepayment shall be required under this Section 2.03(b) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in with respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness).to:

Asset Sales. The Company will notOn the twelve (12) calendar month anniversary of the date of any disposition or sale of any assets by the Borrower or any of its Subsidiaries in accordance with Section 7.4 hereof, the Borrower shall make a repayment of the Loans then outstanding in an amount equal to such Net Proceeds; PROVIDED, HOWEVER, that prior to the occurrence or 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 the Net Proceeds of which have been used by the Borrower or its Subsidiaries to acquire or purchase an asset as a substitute or replacement of the asset disposed of 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, (ii) the Net Proceeds of which do not exceed (A) $5,000,000 for any single transaction (or series of related transactions), and will not permit (B) $15,000,000 in the aggregate during the term hereof, (iii) 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 Subsidiary tosale/leaseback or similar arrangement involving the Borrower's towers, consummate any Asset Sale, unless, (iv) 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 proposed Asset Saleproceeds), and the after-tax Net Proceeds of which are used to retire in whole or in part the Junior Preferred Stock or (v) 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 aggregate value of all assets amount of the Company Net Proceeds required to be repaid under this Section 2.7(b)(vi) 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 its Subsidiaries (valued at then, if applicable, to the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing Incremental Facility Loans. Accrued interest on the first day principal amount of the then current Fiscal Year of the Company and ending on Loans being prepaid pursuant to this Section 2.7(b)(iv) to the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not prepayment will be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied paid by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection Borrower concurrently with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)principal prepayment.

Asset Sales. The Company Notwithstanding anything to the contrary in this Agreement (including Section 10.3(b)) or any other Loan Document, each Delayed Draw Secured Party agrees that it will notnot raise any objection to, or oppose, and will not permit shall be deemed to have consented to the release of any Subsidiary to, consummate Loan Party from its obligations under any Asset Sale, unless, Loan Document or to any private or public sale or other disposition of all or any portion of the Collateral (and any post-petition or post-filing assets subject to adequate protection Liens or comparable Liens under any Debtor Relief Law in favor of the Agent) free and clear of any Liens and other claims (a) at any time after giving effect the occurrence and during the continuance of an Event of Default if the Agent has consented to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value release or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Salesale; provided, however, that for purposes after the occurrence and during the continuance of an Event of Default under this Agreement and prior to the commencement of any proceeding under Debtor Relief Laws involving any Loan Party, any such sale by the Agent shall be made in accordance with applicable law and the Agent shall provide not less than ten (10) days prior written notice to the Delayed Draw Term Lenders of any proposed sale, or (b) under Section 363 of the Bankruptcy Code (or other similar provision of any Debtor Relief Law) in each case under the foregoing clauses (a) and (b), if the Agent has consented to such release or sale, and in connection with each of the foregoing calculation aboveclauses (a) and (b), there each Delayed Draw Secured Party shall not be included deemed to have consented to such release and hereby irrevocably authorizes the value Agent to release any Lien on any of the Collateral; provided that any assets which were Lien of the subject Agent on such Collateral attaches to the net proceeds of an Asset Sale if such sale or other disposition of the Net Proceeds Collateral received by the Agent and that all proceeds of the Collateral received by the Agent from such Asset Sale are applied sale or other disposition are, after application to any Insolvency Financing that is a Conforming Insolvency Financing or is otherwise consented to by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment Required Delayed Draw Term Lenders, applied in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary accordance with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Section 10.5.

Asset Sales. The Company will not, and will not permit No later than the tenth Business Day following the date of receipt by any Subsidiary to, consummate NFE Group Member of any Net Cash Proceeds from any Asset Sale, unless, after giving effect the Borrower shall prepay the Term Loans in an aggregate amount equal to such proposed Net Cash Proceeds, to be applied as specified in Section 2.12(b); provided, so long as no Event of Default under Section 7.1(a) or (f) shall have occurred and be continuing at the time such Net Cash Proceeds from Asset SaleSales are received, the aggregate value Borrower shall have the option, directly or through one or more of all its Subsidiaries, to reinvest such Net Cash Proceeds within 365 days (or, in the case of an Asset Sale in which the real or personal property subject to such Asset Sale are then leased back to Holdings, the Borrower or any Subsidiary (a “Sale-Leaseback Transaction”), 90 days) of receipt thereof in assets useful in the business of the Company Borrower and its Subsidiaries (valued at the greater or to use such Net Cash Proceeds to replace assets Disposed of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding in such Asset Sale) or to enter into a binding commitment to acquire such assets within 365 days (or, in the case of a Sale-Leaseback Transaction, 90 days) of receipt thereof so long as such assets are actually acquired within an additional 180 days (or, in the case of a Sale-Leaseback Transaction, 30 days); provided, howeverprovided further, that for purposes no Net Cash Proceeds in excess of $50,000,000 in the foregoing calculation above, there shall not aggregate during the term of this Agreement may be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) reinvested pursuant to the repayment or prepayment of unsubordinated Indebtedness of previous proviso and not used to prepay the Company (other than (x) Indebtedness owing by the Company to Term Loans as set forth in this Section 2.11(a); provided further, that any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount Net Cash Proceeds not less than the amount of such proceeds so reinvested shall be applied to the payment prepayment of the Term Loans as set forth in this Section 2.11(a) at the end of such Indebtedness)reinvestment period.

Asset Sales. The Company will notNo later than the seventh Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.11(a) in respect of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day following the date of receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith that (A) no Specified Event of Default and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing (and if such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure (if such cure is possible), or obtain a waiver in respect of, such Event of Default within 30 days after the date of delivery of such certificate (it being understood and agreed that, solely in the circumstances contemplated by this clause (B), such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution of the foregoing, such Net Asset Sale Proceeds shall have been deposited in the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by the end of such 30 day period, Borrower shall immediately prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and will not permit any Subsidiary to(C) during the Permitted Reinvestment Period, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company Holdings and its Subsidiaries intend to reinvest (valued or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the greater same priority as the priority of net book value its Lien on the assets sold or fair value) disposed of, that were such assets in which it will reinvest are useful in the subject business of Holdings or any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale of all or a portion of any Facility such Net Asset Sale Proceeds shall not be reinvested in Equity Interests (it being understood and agreed that, with respect to any Net Asset Sale Proceeds covered by such certificate of an Authorized Officer that are not reinvested during the period commencing on Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest (so long as such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first day of Business Day after the then current Fiscal Year of the Company and ending on the date end of such proposed Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale does Proceeds not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Salereinvested); provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an investment in Additional Assets having a fair market value (as determined in good faith by the Board Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault has occurred and is continuing, or (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the repayment extent applicable law or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount regulation prohibits transfer of such proceeds applied to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the payment of restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Indebtedness)Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereof.

Asset Sales. The Company will notNo later than the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.11(a) in respect of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day following the date of receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith that (A) no Specified Event of Default and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing (and if such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure (if such cure is possible), or obtain a waiver in respect of, such Event of Default within 30 days after the date of delivery of such certificate (it being understood and agreed that, solely in the circumstances contemplated by this clause (B), such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution of the foregoing, such Net Asset Sale Proceeds shall have been deposited in the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by the end of such 30 day period, Borrower shall immediately prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and will not permit any Subsidiary to(C) during the Permitted Reinvestment Period, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company Holdings and its Subsidiaries intend to reinvest (valued or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the greater same priority as the priority of net book value its Lien on the assets sold or fair value) disposed of, that were such assets in which it will reinvest are useful in the subject business of Holdings or any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale of all or a portion of any Facility such Net Asset Sale Proceeds shall not be reinvested in Equity Interests (it being understood and agreed that, with respect to any Net Asset Sale Proceeds covered by such certificate of an Authorized Officer that are not reinvested during the period commencing on Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest (so long as such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first day of Business Day after the then current Fiscal Year of the Company and ending on the date end of such proposed Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale does Proceeds not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Salereinvested); provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an investment in Additional Assets having a fair market value (as determined in good faith by the Board Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault has occurred and is continuing, or (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the repayment extent applicable law or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount regulation prohibits transfer of such proceeds applied to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the payment of restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Indebtedness)Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereof.

Asset Sales. The Company will not, In the event and will not permit on each occasion that any Subsidiary to, consummate net cash proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Asset Sale, unless, after giving effect to such proposed Asset SaleSale in reliance on Section 6.8(r), the Borrower shall, within ten Business Days after such net cash proceeds are received, prepay the Loans as set forth in Section 2.15(b) in an aggregate value of all assets amount equal to 100% of the Company net cash proceeds net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, in the case of any Asset Sale in reliance on Section 6.8(r), so long as no Event of Default has occurred and is continuing, if the Borrower and the Subsidiaries invest (or commit to invest) the net cash proceeds from such event (or a portion thereof) within 450 days after receipt of such net cash proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries (valued at the greater of net book value including acquisitions or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the other Investments permitted under Section 6.6 (other than cash and Cash Equivalents)), then current Fiscal Year of the Company and ending on the date no prepayment shall be required pursuant to this paragraph in respect of such proposed Asset Sale does net cash proceeds in respect of such event (or the applicable portion of such net cash proceeds, if applicable) except to the extent of any such net cash proceeds therefrom that have not exceed 10% been so invested (or committed to be invested) by the end of Consolidated Total Assets determined as such 450 day period (or if committed to be so invested within such 450 day period, have not been so invested within 630 days after receipt thereof), at which time a prepayment shall be required in an amount equal to such net cash proceeds that have not been so invested (or committed to be invested); provided, further, that, subject to the last day Closing Date Intercreditor Agreement, the Borrower may use a portion of such net cash proceeds to prepay or repurchase any Permitted First Lien Debt to the then most recently ended Fiscal Year extent Permitted First Lien Debt Documents require such a prepayment or repurchase thereof with the proceeds of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined each case in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than to exceed the amount of such proceeds applied to required under the payment of such Indebtedness)Permitted First Lien Debt Documents.

Asset Sales. The Company will notNo later than the fifth Business Day following the date of receipt by any Loan Party or any of its Subsidiaries of any Net Proceeds from Asset Sales consummated pursuant to Section 6.09(e), and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect Borrower shall prepay the Loans as set forth in Section 2.14(a) in an aggregate amount equal to such proposed Asset SaleNet Proceeds; provided, the aggregate value that so long as (i) no Default or Event of all assets Default shall have occurred and be continuing as of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% Sale, (ii) Borrower has delivered Collateral Agent prior written notice of Consolidated Total Assets determined as at Borrower’s intention to apply such monies (the last day “Reinvestment Amounts”) to the costs of replacement of the then most recently ended Fiscal Year properties or assets that are the subject of such sale or disposition or the Company preceding cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries reinvested within six months (or within nine months following receipt thereof if a contractual commitment to reinvest is entered into within nine months following receipt thereof), following the date of such Asset Sale; provided, however(iii) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, that for purposes and (iv) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies, in an aggregate amount not to exceed $100,000 in any Fiscal Year, to the costs of replacement of the foregoing calculation above, there shall not be included the value of any assets which were that are the subject of an Asset Sale if such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Administrative Agent and applied in accordance with Section 2.14(a); provided further that, notwithstanding the foregoing proviso, all Net Proceeds from such Asset Sale are Refranchising Activity shall be applied by the Company within 360 days after the receipt of such Net Proceeds either (iin accordance with Section 2.14(a). Nothing contained in this Section 2.13(a) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, shall permit Borrower or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.09. Notwithstanding anything to the contrary herein, any issuance by Parent of its Capital Stock resulting in a Change of Control shall constitute an Asset Sale subject to this Section 2.13(a) (without giving effect to the reinvestment right described herein), and Borrower shall prepay the Loans as set forth in Section 2.14(a) in an amount equal to the aggregate Net Proceeds received by Parent (or any Affiliate and (ySubsidiary thereof) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment any and all issuances of Indebtedness, the availability Capital Stock of credit under such credit facility is permanently reduced by an amount not less than Parent since the amount of such proceeds applied to the payment of such Indebtedness)Closing Date.

Asset Sales. The Company will not, In the event and will not permit on each occasion that any Subsidiary to, consummate net cash proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Asset Sale, unless, after giving effect to such proposed Asset SaleSale in reliance on Section 6.8(r), the Borrower shall, within ten Business Days after such net cash proceeds are received, prepay the Loans as set forth in Section 2.15(b) in an aggregate value of all assets amount equal to 100% of the Company net cash proceeds net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, in the case of any Asset Sale in reliance on Section 6.8(r), so long as no Event of Default has occurred and is continuing, if the Borrower and the Subsidiaries invest (or commit to invest) the net cash proceeds from such event (or a portion thereof) within 450 days after receipt of such net cash proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries (valued at the greater of net book value including acquisitions or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the other Investments permitted under Section 6.6 (other than cash and Cash Equivalents)), then current Fiscal Year of the Company and ending on the date no prepayment shall be required pursuant to this paragraph in respect of such proposed Asset Sale does net cash proceeds in respect of such event (or the applicable portion of such net cash proceeds, if applicable) except to the extent of any such net cash proceeds therefrom that have not exceed 10% been so invested (or committed to be invested) by the end of Consolidated Total Assets determined as such 450 day period (or if committed to be so invested within such 450 day period, have not been so invested within 630 days after receipt thereof), at which time a prepayment shall be required in an amount equal to such net cash proceeds that have not been so invested (or committed to be invested); provided, further, that the last day Borrower may use a portion of such net cash proceeds to prepay or repurchase any Permitted First Lien Debt to the then most recently ended Fiscal Year extent Permitted First Lien Debt Documents require such a prepayment or repurchase thereof with the proceeds of the Company preceding such Asset Sale; provided, however, that for purposes in each case in an amount not to exceed the lesser of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of amount required under the Company) at least equal to that of the assets so disposed of, or Permitted First Lien Debt Documents and (ii) to a pro rata payment amount based on the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount outstanding principal amounts of such proceeds applied to Permitted First Lien Indebtedness and the payment of such Indebtedness)Loans.

Asset Sales. The Not later than the fifth Business Day following the date of receipt by the Company will not, and will not permit or any Subsidiary to, consummate other Group Member of any Net Cash Proceeds in respect of any Asset Sale, unless, after giving effect the Company shall prepay the Term Borrowings in an aggregate amount equal to such proposed Asset SaleNet Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the aggregate value Company may, prior to the date of all the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that the Company intends to cause an amount equal to such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term productive assets of the general type used in the business of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company other Group Members within 360 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Company shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any amount equal to such Net Cash Proceeds either that are not so reinvested by the end of such period shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Any amount set forth in any such certificate shall, pending reinvestment or application to make a prepayment as provided in this Section 2.13(a), be, at the option of the Company, (i) to make an investment held in Additional Assets having a fair market value (as determined in good faith by the Board of Directors Deposit Account of the Company) at least equal Company that is subject to that a Control Agreement in favor of the assets so disposed of, Collateral Agent or (ii) applied to the repayment or prepayment of unsubordinated Indebtedness prepay outstanding Revolving Loans (in which case an amount of the Company (other than (x) Indebtedness owing by the Company Revolving Commitments equal to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such the proceeds so applied shall be restricted and not available for Credit Extensions to the Borrowers other than Borrowings the proceeds of which are promptly reinvested or applied to make a prepayment as provided in this Section 2.13(a)). Notwithstanding the payment foregoing, (A) no prepayment of the Term Borrowings shall be required pursuant to this Section 2.13(a) to the extent such Net Cash Proceeds constitute the proceeds of any Disposition of DOE Assets and are applied to prepay a Permitted DOE Facility and (B) any Net Cash Proceeds required to be applied to Term Borrowings pursuant to this Section 2.13(a) shall be applied ratably among the Term Loans and, to the extent required by the terms of the Permitted DOE Facility or any Permitted Additional First Lien Debt then outstanding, the principal amount of the DOE Pari Passu Amount, if any, then outstanding and secured by the Liens created under the Collateral Documents or the principal amount of such Indebtedness)Permitted Additional First Lien Debt then outstanding, as the case may be, and the prepayment of the Term Borrowings required pursuant to this Section 2.13(a) shall be reduced accordingly.

Asset Sales. The Company will notNo later than the third Business Day following the date of receipt by any Abitibi Entity of any Net Asset Sale Proceeds, and will not permit any Subsidiary to, consummate Borrower shall prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to (i) in the case of any Asset SaleSale of Collateral, unless100% of such Net Asset Sale Proceeds, after giving effect to such proposed (ii) in the case of any Asset Sale, the aggregate value Sale of all property or assets of the Company and its Subsidiaries (valued at Abitibi Entities that do not secure the greater Obligations or the Senior Secured Notes, 50% of net book value or fair value) that were the subject of an such Net Asset Sale during the period commencing on the first day Proceeds, provided, so long as no Default or Event of the then current Fiscal Year of the Company Default shall have occurred and ending be continuing on the date of such proposed Asset Sale does not exceed 10% or caused thereby, Borrower shall have the option, directly or through one or more Guarantor Subsidiary/Affiliates, to invest such Net Asset Sale Proceeds, prior to the earlier of Consolidated Total Assets determined as at (A) the last day Maturity Date and (B) the date that is 180 days following receipt thereof, in Collateral or long-term productive assets of the then most recently ended Fiscal Year general type used in the business of the Company preceding such Asset Sale; Abitibi Entities, provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by no Event of Default may exist on the Company to any date of its Subsidiaries or any Affiliate the proposed investment, and (y) Indebtedness in respect Borrower deliver to Administrative Agent a certificate within 10 Business Days following receipt of any revolving credit or similar facility providing the Company or any such Subsidiary Net Asset Sale Proceeds stating that such Net Asset Sale Proceeds shall be used for investment in accordance with the right to obtain loans or other extensions terms hereof, (iii) in the case of credit from time to timethe Snowflake Disposition, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount $50,000,000 of such proceeds applied Net Asset Sale Proceeds, or (iv) in the case of any Asset Sale of Equity Interests of Augusta Newsprint, 100% of such Net Asset Sale Proceeds; provided, that notwithstanding the foregoing, Borrower shall not be required to make any prepayment of the Loans pursuant to this Section 2.14(a) with Net Asset Sale Proceeds from (1) Asset Sales of property or assets of the Abitibi Entities that secure the Senior Secured Notes, (2) sales by Holdings, ACSC or Abitibi SPV of receivables, payment intangibles, collections thereon and related assets, in each case pursuant to the payment ACSC Securitization Documents, and (3) sales by Borrower of such Indebtedness)preferred Equity Interests of Xxxxxxx to the Designated Xxxxxxx Parent.

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) no prepayment shall be required pursuant to this Section 2.11(a) in respect of such Net Asset Sale Proceeds (other than with respect to the Net Asset Sale Proceeds of the sale of any Non-Core Real Estate Assets) in an aggregate amount not to exceed $35,000,000 from the Closing Date through the applicable date of determination so long as Holdings shall have delivered to Administrative Agent no later than the first Business Day following the date of receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying that (x) no Default or Event of Default has occurred and is continuing, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company (y) Holdings and its Subsidiaries intend to reinvest (valued at the greater of net book value or fair valuecommit in writing to reinvest) that were the subject of an such Net Asset Sale Proceeds in useful assets of Borrower and its Subsidiaries during the period commencing on Permitted Reinvestment Period and (ii) no prepayment shall be required pursuant to this Section 2.11(a) in respect of the Net Asset Sale Proceeds of the sale of the Non-Core Real Estate Assets in an amount not to exceed $50,000,000 from the Closing Date through the applicable date of determination, so long as Holdings shall have delivered to Administrative Agent no later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of receipt of such proposed Net Asset Sale does not exceed 10% Proceeds a certificate of Consolidated Total Assets determined as at an Authorized Officer certifying that (x) no Default or Event of Default has occurred and is continuing, and (y) Holdings and its Subsidiaries intend to reinvest (or commit in writing to reinvest) such Net Asset Sale Proceeds in the last day business of Borrower and its Subsidiaries during the Permitted Reinvestment Period; provided further, (i) all such Net Asset Sale Proceeds shall be held in the Asset Sale Proceeds Reinvestment Account pending reinvestment in accordance with this Section 2.11(a) until the earlier of (x) the expiration of the then most recently ended Fiscal Year applicable Permitted Reinvestment Period or, solely to the extent that such Net Asset Sale Proceeds have been committed in writing to be invested during such Permitted Reinvestment Period, ninety days after the expiration of such Permitted Reinvestment Period, and (y) the Maturity Date and (ii) on and after the delivery by Administrative Agent of a Carve-Out Event Notice in accordance with Section 8.2, all such Net Asset Sale Proceeds (up to the amount of the Company preceding such Asset SaleCarve-Out Cap) shall be deposited into the Carve-Out Account and shall be reserved for payment of amounts due and owing to Committees in accordance with Section 8.2; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Net Asset Sale if Proceeds received by a Foreign Subsidiary of Borrower from a sale or other disposition of property or assets otherwise permitted under the Net Proceeds Credit Documents shall be excluded from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) this prepayment obligation to the repayment extent applicable law or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount regulation prohibits transfer of such proceeds applied to the payment of Borrower or a Guarantor or such Indebtedness)transfer would render such Foreign Subsidiary insolvent or reasonably likely to become insolvent or result in an adverse tax consequence.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, Not later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on third Business Day following the date of such proposed receipt by Parent or any Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale does not by any Credit Party, the Borrower shall prepay the Borrowings in an aggregate amount equal to such Net Proceeds; provided that, except in the case of Net Proceeds in respect of Asset Sales made pursuant to Section 6.4(a)(xiv) in any Fiscal Year that, together with all Net Proceeds in respect of other Asset Sales made pursuant to Section 6.4(a)(xiv) during such Fiscal Year, exceed 10% $100,000,000, so long as no Default or Event of Consolidated Total Assets determined as at Default shall have occurred and be continuing, the last day Borrower may, prior to the date of the then most recently ended Fiscal Year required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Company preceding such Asset Sale; providedBorrower and the other Credit Parties (which assets, however, that for purposes of in the foregoing calculation above, there shall not be included the value case of any assets which were the subject reinvestment of an Asset Sale if the Net Proceeds from such of any Asset Sale are applied by the Company of any Collateral, shall constitute Collateral) within 360 365 days after the receipt of such Net Proceeds either (i) or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make an investment such prepayment to the extent of the amount set forth in Additional Assets having a fair market value such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such 365-day period (as determined in good faith by such period may be extended as set forth above) shall be applied to prepay the Board of Directors of Borrowings promptly upon the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount expiration of such proceeds applied to the payment of such Indebtedness)period.”

Asset Sales. The No later than seven (7) Business Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in excess of $2,000,000 in the aggregate since the Closing Date, Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.13(b) in an aggregate amount equal to such proposed excess Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Company shall have the aggregate value of all option, directly or through one or more Subsidiaries, to invest (or commit to invest) such excess Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and its Subsidiaries so long as any such individual or aggregate investment in the amount of $2,000,000 or more has been consented to by Administrative Agent); provided further, pending any such reinvestment, such Asset Sale Reinvestment Amounts shall (valued i) at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year option of the Company if no Default or Event of Default has occurred and ending on is continuing, be applied to prepay the date of Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) or (ii) be held at all times prior to such proposed reinvestment in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale does Reinvestment Amounts are not exceed 10% of Consolidated Total Assets determined as at reinvested (or committed to be reinvested) by Company prior to the last day of such one hundred eighty (180) day period and (A) are applied to prepay the Revolving Loans then most recently ended Fiscal Year outstanding in accordance with clause (i) of the immediately preceding sentence, then on such last day Company preceding such Asset Sale; provided, however, that for purposes of shall prepay the foregoing calculation above, there Loans and/or the Revolving Commitments shall not be included permanently reduced as set forth in Section 2.13(b) in an aggregate amount equal to the value of any assets which were the subject of an Net Asset Sale if Proceeds that gave rise to the Net Proceeds from Asset Sale Reinvestment Amounts, or (B) are held in an escrow account in accordance with clause (ii) in the immediately preceding sentence, then on such last day Administrative Agent shall apply such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) Reinvestment Amounts to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Obligations as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.13(b).

Asset Sales. The Not later than the fifth Business Day following the date of receipt by the Company will not, and will not permit or any Subsidiary to, consummate other Group Member of any Net Cash Proceeds in respect of any Asset Sale, unless, after giving effect the Company shall prepay the Borrowings in an aggregate amount equal to such proposed Asset SaleNet Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the aggregate value Company may, prior to the date of all the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that the Company intends to cause an amount equal to such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term productive assets of the general type used in the business of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company other Group Members within 360 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Company shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any amount equal to such Net Cash Proceeds either that are not so reinvested by the end of such period shall be applied to prepay the Borrowings promptly upon the expiration of such period. Any amount set forth in any such certificate shall, pending reinvestment or application to make a prepayment as provided in this Section 2.13(a), be, at the option of the Company, (i) to make an investment held in Additional Assets having a fair market value (as determined in good faith by the Board of Directors Deposit Account of the Company) at least equal Company that is subject to that a Control Agreement in favor of the assets so disposed of, Collateral Agent or (ii) applied to prepay outstanding revolving loans under the repayment Existing Credit Agreement or prepayment of unsubordinated Indebtedness any Replacement Facility (in which case an amount of the Company (other than (x) Indebtedness owing by revolving commitments under the Company Existing Credit Agreement or such Replacement Facility equal to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of the proceeds so applied shall be restricted and not available for credit extensions under the Existing Credit Agreement or such Replacement Facility other than for borrowings thereunder the proceeds of which are promptly reinvested or applied to make a prepayment as provided in this Section 2.13(a)). Notwithstanding the payment foregoing, any Net Cash Proceeds required to be applied to Borrowings pursuant to this Section 2.13(a) shall be applied ratably among the Loans and, to the extent required by the terms of the Existing Credit Agreement, any Replacement Facility or any Permitted Additional First Lien Debt then outstanding, the principal amount of Indebtedness under the Existing Credit Agreement, such Indebtedness)Replacement Facility and/or such Permitted Additional First Lien Debt then outstanding, as the case may be, and the prepayment of the Borrowings required pursuant to this Section 2.13(a) shall be reduced accordingly.

Asset Sales. The Company will Borrower shall not, and will shall not permit any Material Subsidiary to, consummate (a) sell, transfer, lease or otherwise dispose of all or any substantial portion of its assets or (b) sell, transfer, lease or otherwise dispose of any capital stock or other Equity Interest of any Subsidiary to any Person or (c) as to a Material Subsidiary only, issue its own Equity Interests, except that the Borrower (or any such Material Subsidiary) may sell, transfer or otherwise dispose of (i) pursuant to a Qualified Stock Agreement (or the issuance of Equity Interests in Radian Asset SaleAssurance Inc. having equivalent effect), unlessEquity Interests (but not such assets) of Radian Asset Assurance Inc. (and in connection therewith, after giving effect of Radian Asset Securities Inc.) for consideration determined by the Board of Directors to be the fair market value thereof, (ii) Equity Interests of Xxxxxxx, for consideration determined by the Board of Directors to be the fair market value thereof, (iii) Equity Interests or assets of a Subsidiary to the Borrower or to another Subsidiary but only so long as, prior to any such proposed Asset Salesale, transfer or disposition, the Collateral Agent advises the Borrower in writing of its determination that such sale, transfer or disposition does not impair or otherwise adversely affect the Lien of the Security Documents or the prepayments (if, as and when they may thereafter occur) required pursuant to Section 2.11, and (iv) other assets, so long as the aggregate value of all assets of the Company and its Subsidiaries sold pursuant to this clause (valued at the greater of net book value or fair valueiv) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined $10,000,000 in any Fiscal Year, in each instance so long as at the last day of the then most recently ended Fiscal Year of the Company preceding both immediately before and immediately after giving effect to such Asset Salesale, no Default shall have occurred and be continuing; provided, however, provided that for purposes of the foregoing calculation above, there this Section 6.05 shall not be included construed to restrict the value Borrower’s and its Subsidiaries’ (A) use of any assets which were cash in the subject conduct of an Asset Sale if the Net Proceeds from such Asset Sale are applied by business of, as the Company within 360 days after case may be, the receipt Borrower or a Subsidiary in a manner that does not cause a Default to occur or (B) sale of such Net Proceeds either (i) to make an financial assets, investment in Additional Assets having a fair market value property and general intangibles held for investment (as determined defined above) in good faith the ordinary course of their business and consistent with past practice, and provided further that the sale or issuance by the Board of Directors of the CompanyRadian Asset Securities Inc. (or by another Subsidiary serving an equivalent function) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and perpetual preferred Equity Interests (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary securities) pursuant to a ‘put’ to a money market committed preferred custodial trust affiliated with the right Borrower’s auction rate money market trust preferred ‘soft capital’ program as it exists on the First Amendment Effective Date (or to obtain loans another trust or other extensions Person under a similar program) shall be excluded from the restrictions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)this Section 6.05.

Asset Sales. The No later than the fifth Business Day following the date of receipt by any Restricted Party of any Net Asset Sale Proceeds in excess of $1,000,000 with respect to any one Asset Sale or $2,500,000 in the aggregate in any trailing twelve month period, Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unlessshall prepay the principal amount of Loans and, after giving effect the Term Loans have been repaid in full, the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Company shall have the aggregate value of all option, directly or through one or more Restricted Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in new or replacement assets of the general type used or useful in the business of Company and its Restricted Subsidiaries or to repair or restore then-existing assets of Company and its Restricted Subsidiaries if such assets are purchased, constructed, repaired or restored, as applicable, within two hundred seventy (valued at 270) days following receipt of such Net Asset Sale Proceeds (or, within three hundred sixty-five (365) days following receipt of such Net Asset Sale Proceeds (x) by Company or such Restricted Subsidiary if Company or such Restricted Subsidiary shall have entered into a legally binding commitment within such two hundred seventy (270) day period to reinvest such Asset Sale Reinvestment Amounts or (y) by any Restricted Foreign Subsidiary if the greater distribution of net book value such Net Asset Sale Proceeds by such Restricted Foreign Subsidiary to Company or fair valueany Domestic Subsidiary is prohibited or delayed by applicable local requirements of law or the Company has determined in good faith (and the Company notifies Administrative Agent of such determination) that were such distribution would result in a material adverse tax cost consequence to Company and its Restricted Subsidiaries). In the subject of an event that the Asset Sale during Reinvestment Amounts are not reinvested by Company or such Restricted Party prior to the period commencing on the first day earlier of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at (i) the last day of such two hundred seventy (270) day period (or, if applicable, the then most recently ended Fiscal Year last day of such three hundred sixty-five (365) day period), and (ii) the date of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject occurrence of an Asset Sale if Event of Default, Company shall prepay the Net Proceeds from principal amount of Loans and the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount of such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment Reinvestment Amounts not reinvested in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary accordance with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)this Section.

Asset Sales. The Company will not, and will not permit Not later than five (5) Business Days following the receipt by the Initial Borrower or any Restricted Subsidiary to, consummate of any Net Asset Sale, unless, after giving effect to such proposed Asset SaleSale Proceeds in excess of $10,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay the Term Loans, subject to Sections 2.13(g) and 2.14(b) in an aggregate value amount equal to one hundred percent (100%) of all assets such Net Asset Sale Proceeds in excess of $10,000,000; provided that, so long as no Event of Default shall have occurred and be continuing or would immediately arise therefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied in accordance with this clause (a) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the Company five-Business-Day period noted above stating that such Net Asset Sale Proceeds are expected to be reinvested in assets (other than working capital, except for short term capital assets) used or useful in the business of the Initial Borrower and its Restricted Subsidiaries (valued at the greater of net book value including pursuant to a Permitted Acquisition) or fair value) that were the subject of an to be contractually committed to be so reinvested (such amounts “Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Reinvestment Amounts”), within twelve (12) months following receipt of such proposed Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding Proceeds; provided that such Asset SaleSale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month period); provided, however, that for purposes if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary of the foregoing calculation aboveBorrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied Credit Agreement Refinancing Indebtedness or any other Indebtedness permitted hereunder, in each case, that is secured by the Company within 360 days after Collateral on a pari passu basis and that is pari passu in right of payment, with the receipt Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or other Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by Asset Sale Proceeds, then the Board of Directors Borrower Representative may apply such portion of the Company) at least equal to that Net Asset Sale Proceeds on a pro rata basis (determined on the basis of the assets so disposed ofaggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, or (ii) further, that the portion of such Net Asset Sale Proceeds allocated to the repayment or prepayment of unsubordinated Other Applicable Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount shall not less than exceed the amount of such proceeds Net Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Asset Sale Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the payment Term Loans in accordance with the terms hereof. In the event that any portion of the Asset Sale Reinvestment Amounts are neither reinvested nor contractually committed to be so reinvested within such twelve (12) month period (and actually reinvested within 180 days after the expiration of such Indebtednesstwelve (12) month period), such unused portion shall be applied within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.13(a) (without giving effect to the first proviso in this clause (a) above).

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $250,000 in the aggregate since the Closing Date (excluding a sale (whether or not made in the ordinary course of business) of any portion of the Floorplan Collateral), and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect the Companies shall prepay the Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.13(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, the aggregate value of all Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (i) long-term productive assets of the Company general type used in the business of the Companies if such assets are purchased or constructed within one hundred eighty days following receipt of such Net Asset Sale Proceeds (and its Subsidiaries so long as any such individual or aggregate investment is not in excess of $250,000 or, if consented to by Administrative Agent, more); or (valued ii) Permitted Acquisitions if (A) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty days following receipt of such Net Asset Proceeds and (B) the transaction contemplated by such purchase agreement is consummated within one hundred eighty days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the greater option of net book value or fair valuethe Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) that were and, to the subject of an extent such Asset Sale during Reinvestment Amounts exceed the period commencing on amount required to prepay all such Revolving Loans, the first day of balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the then current Fiscal Year of event that the Company and ending on the date of such proposed Asset Sale does Reinvestment Amounts are not exceed 10% applied to the Obligations or reinvested by the Companies prior to the earliest of Consolidated Total Assets determined as at (1) the last day of such one hundred twenty day period (if a definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the then most recently ended Fiscal Year other provisions of this Agreement), (2) the last day of such one hundred eighty day period (if a definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (3) the date of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject occurrence of an Asset Sale if the Net Proceeds from Event of Default, Administrative Agent shall apply such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) Reinvestment Amounts to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Obligations as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.13(b).

Asset Sales. The Company will notBorrower shall give Administrative Agent and ----------- the Lenders at least three Business Days' prior written or telecopy notice of each and every Asset Sale, the amount of Net Cash Proceeds expected to be received therefrom and will not permit the expected schedule for receiving such Net Cash Proceeds. On the Business Day after receipt by Borrower and/or any Subsidiary to, consummate of its Subsidiaries of any Net Cash Proceeds with respect to any Asset Sale, unlessBorrower shall deliver to Administrative Agent an amount equal to the amount of such Net Cash Proceeds, for deposit into an account (each, an "Asset Sale Account") ------------------ established by Borrower with Administrative Agent and over which Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 2.6(b) (but subject to Borrower's right of withdrawal as set forth hereinbelow). Subject to the provisions of this Section 2.6(b)(i), Borrower shall be permitted, at any time and from time to time during the period ending on the 180th day after giving effect to deposit of such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of Net Cash Proceeds into an Asset Sale Account, to withdraw all or any portion of such Net Cash Proceeds for the purpose of making Capital Expenditures otherwise permitted under this Agreement; provided, -------- however, that no such withdrawals shall be permitted at any time after ------- the occurrence and during the period commencing continuance of an Event of Default. In order to make any such withdrawal, Borrower shall give Administrative Agent at least three Business Days' prior written or telecopy notice of each intended withdrawal, specifying the requested amount of such withdrawal and the purpose for which the withdrawn funds are to be used, and shall provide such other supporting documentation as Administrative Agent may reasonably request. Any amounts remaining in any Asset Sale Account on the first 180th day after deposit therein as provided in this Section 2.6(b)(i) shall thereupon be applied, for the benefit of the then current Fiscal Year applicable Lenders pursuant to Section 2.6(b)(v), as a prepayment of the Company and ending Loans in accordance with the provisions of Section 2.6(b)(v). Administrative Agent will, at the request of Borrower, invest amounts on deposit in the date Asset Sale Accounts in Cash Equivalents that mature prior to the 180th day after deposit of such proposed amounts into the relevant Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleAccount; provided, however, that for purposes of the foregoing calculation above, there -------- ------- (i) Administrative Agent shall not be included the value required to make any investment that, in its sole judgment, would require or cause Administrative Agent to be in, or would result in any, violation of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed oflaw, statute, rule or regulation and (ii) if an Event of Default shall have occurred and be continuing, the selection of such investments shall be in the sole discretion of Administrative Agent (provided that, -------- notwithstanding the provisions of this clause (ii), such investments made during the continuance of an Event of Default shall be in Cash Equivalents having a maturity not exceeding 30 days). Borrower shall indemnify Administrative Agent for any losses relating to the repayment or prepayment of unsubordinated Indebtedness of investments so that the Company (other than (x) Indebtedness owing by amount available to prepay the Company to Loans on the 180th day after any of its Subsidiaries or deposit into any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility Asset Sale Account is permanently reduced by an amount not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Asset Sale Accounts shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the applicable Asset Sale Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VI, Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Asset Sale Accounts to satisfy any of the Obligations (provided that -------- such amounts shall be applied first to prepay all outstanding Base Rate Loans). Borrower hereby pledges and assigns to Administrative Agent, for its benefit and the benefit of the Lenders, each Asset Sale Account established hereunder to secure the Obligations. Notwithstanding the foregoing, (x) up to $5,000,000 of such proceeds applied Net Cash Proceeds with respect to such Asset Sales received in any fiscal year of Borrower shall be excluded from the deposit and payment requirements set forth in this clause (b)(i) (provided that such Net -------- Cash Proceeds shall be so excluded only if, at the time such Net Cash Proceeds would otherwise be required to be delivered to Administrative Agent pursuant to the payment second sentence of such Indebtednessthis Section 2.6(b)(i) (and after giving effect to any concurrent prepayment), the aggregate outstanding principal balance of the Term Loans is equal to or less than $35,000,000) and (y) during the life of this Agreement, the maximum aggregate amount excluded under clause (x) above shall not exceed $15,000,000.

Asset Sales. The Within five Business Days after any Net Proceeds are received by or on behalf of the Company will not, and will not permit or any Restricted Subsidiary to, consummate in respect of any Asset Sale, unless, after giving effect the Company shall prepay the Term Loans in an aggregate amount equal to such proposed Asset SaleNet Proceeds, provided that a prepayment of the Term Loans shall be required pursuant to this Section 2.09(d)(ii) only to the extent that the aggregate value Net Proceeds of all assets Asset Sales during the term of this Agreement not otherwise applied in the manner described in clause (B) or (C) of this proviso or applied to prepay the Term Loans is equal to or less than $15,000,000; (B) such Net Proceeds may be reinvested in the business of the Company and or any of its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedso long as, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days 12 months after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having Proceeds, such reinvestment shall have been consummated or the Company or one or more of its Restricted Subsidiaries shall have entered into a fair market value definitive agreement for such application, and such application shall have been consummated no later than 18 months after the receipt of such Net Proceeds, such reinvestment shall have been consummated (as determined in good faith certified by the Board Company in writing to the Agent); provided that on or prior to such fifth Business Day after the receipt of Directors such Net Proceeds, the Company shall have given written notice to the Agent of its intention to reinvest all or portion of such Net Proceeds in accordance with this Section 2.09(d)(ii)(B); and (C) any Net Proceeds not so applied by the conclusion of the Company) at least equal 12th or 18th month, as the case may be, shall be immediately applied to that the prepayment of the assets so disposed ofTerm Loans as set forth in this Section 2.09(d)(ii). Notwithstanding anything herein to the contrary, or (iiNet Proceeds in respect of an Asset Sale that are received by a Foreign Subsidiary shall not be required to be prepaid pursuant to this Section 2.09(d)(ii) to the repayment extent that the repatriation of such Net Proceeds to fund such prepayment (x) is prohibited, restricted or prepayment delayed by applicable law or (y) would result in material adverse tax consequences; provided in the case of unsubordinated Indebtedness the foregoing clause (y) that each of the Company (other than (x) Indebtedness owing by and the Company applicable Foreign Subsidiary shall use commercially reasonable efforts to any of eliminate such tax effects in its Subsidiaries or any Affiliate and (y) Indebtedness reasonable control in respect of any revolving credit or similar facility providing the Company or any order to make such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)prepayment.

Asset Sales. The Company will not, and will not permit No later than ten (10) Business Days following the receipt of any Subsidiary to, consummate Net Cash Proceeds of any Asset SaleSale by Company or any of its Subsidiaries after the Closing Date, unlessthe Company shall make prepayments in accordance with clause (v) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, after giving effect so long as no Default or Event of Default shall have occurred and be continuing, no such prepayment shall be required with respect to such proposed Asset SaleNet Cash Proceeds in such fiscal year up to $25,000,000; 61 provided, further, that, so long as no Default or Event of Default shall have occurred and be continuing, no such prepayment shall be required if on or prior to such date, the aggregate value Company shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds, in which case, the Company may reinvest all or any portion of such Net Cash Proceeds (i) in the case of Asset Sales by a U.S. Credit Party, in the acquisition, improvement or maintenance of assets useful in the operations of the Company U.S. Credit Parties (including, without limitation, Permitted Acquisitions) and its Subsidiaries (valued at ii) in the greater case of net book value Asset Sales by other Group Members, in the acquisition, improvement or fair valuemaintenance of assets useful in the operations of Group Members (including, without limitation, Permitted Acquisitions), in either case, within (x) that were the subject twelve (12) months following receipt of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of such Net Cash Proceeds, or (y) if the Company and ending on enters into a contract to reinvest such Net Cash Proceeds within such twelve (12)-month period following receipt thereof, the later of six (6) months following the date such contract is entered into and the termination of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Saletwelve (12)-month period; provided, however, that for purposes that, if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of the foregoing calculation abovea notice of reinvestment election or are not so reinvested during such twelve (12)-month period (or six (6)-month period, there shall not be included the value of as applicable), an amount equal to any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Cash Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds shall be promptly applied to the payment prepayment of such Indebtedness)the Term Loans as set forth in this Section 2.7.

Asset Sales. The Company will notNo later than the tenth Business Day following the date of actual receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $500,000 in the aggregate at any time following the Closing Date, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect Borrower shall prepay the Loans and/or the applicable Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Borrower shall have the aggregate value of all option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the Company general type used in the business of Borrower if such assets are purchased or constructed within 180 days following actual receipt of such Net Asset Sale Proceeds (and its Subsidiaries (valued so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the greater option of net book value or fair valueBorrower, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) that were and, to the subject of an extent such Asset Sale during Reinvestment Amounts exceed the period commencing on amount required to prepay all such Revolving Loans, the first day of balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the then current Fiscal Year of event that the Company and ending on the date of such proposed Asset Sale does Reinvestment Amounts are not exceed 10% reinvested by Borrower prior to the earlier of Consolidated Total Assets determined as at (i) the last day of such 180 day period (or, if committed to be so reinvested, within 365 days after actual receipt thereof), and (ii) the then most recently ended Fiscal Year date of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject occurrence of an Asset Sale if the Net Proceeds from Event of Default, Administrative Agent shall apply such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) Reinvestment Amounts to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Obligations as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.15(b).

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value Within five (5) days of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of receipt by any Loan Party (or any Affiliate on behalf of such proposed Loan Party) of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at Proceeds in amount equal to or greater than $150,000, the last day of Borrower shall offer to prepay, and, if accepted by Accepting Lenders, be obligated to prepay the then most recently ended Fiscal Year of the Company preceding Loans held by such Lenders in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there such Net Asset Sale Proceeds shall not be included required to be so applied on such date so long as no Event of Default then exists and the value of any assets which were Borrower has delivered a certificate to the subject of an Administrative Agent on such date stating that such Net Asset Sale Proceeds shall be used to invest in or replace or restore any properties or assets (and, if the such investment is in Oil and Gas Properties, that such investment complies with Section 6.23 of this Agreement) in respect of which such Net Proceeds from such Asset Sale are applied by Proceeds were paid within 90 days following the Company within 360 days after date of the receipt of such Net Asset Sale Proceeds either (iwhich certificate shall set forth the estimates of the Net Asset Sale Proceeds to be so expended), and provided further, that if all or any portion of such Net Asset Sale Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 90 days after the date of the receipt of such Net Asset Sale Proceeds (or such earlier date, if any, as the Borrower or the relevant Subsidiary determines not to reinvest such Net Asset Sale Proceeds as set forth above), or, if later, within 90 days after the Borrower or such Subsidiary has entered into a binding commitment (prior to the end of the referenced 90-day period) to make an investment reinvest such proceeds, such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in Additional Assets having this Section 2.9(a) without regard to the immediately preceding proviso. In the event of a fair market value repayment pursuant to this Section 2.9(a) from Net Asset Sale Proceeds (as determined in good faith hereinafter defined), such repayment of principal shall be subject and accompanied by the Board of Directors Premium to the extent such repayment occurs prior to the third anniversary of the Company) at least equal Closing Date; provided that the Premium shall not be required to that accompany the repayment of the assets so disposed of, or (ii) such Net Asset Sale Proceeds with respect to the repayment or prepayment first $500,000 of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing Net Asset Sale Proceeds received by the Company to any of its Subsidiaries or any Affiliate a Loan Party and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied reinvested pursuant to the payment immediately prior sentence in the aggregate during the term of such Indebtedness)this facility.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, Not later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on third Business Day following the date of such proposed receipt by Parent or any Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale does not by any Credit Party, the Borrower shall prepay the Borrowings in an aggregate amount equal to such Net Proceeds; provided that, except in the case of Net Proceeds in respect of Asset Sales made pursuant to Section 6.4(a)(xiv) in any Fiscal Year that, together with all Net Proceeds in respect of other Asset Sales made pursuant to Section 6.4(a)(xiv) during such Fiscal Year, exceed 10% $500,000,000, so long as no Default or Event of Consolidated Total Assets determined as at Default shall have occurred and be continuing, the last day Borrower may, prior to the date of the then most recently ended Fiscal Year required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Company preceding such Asset Sale; providedBorrower and the other Credit Parties (which assets, however, that for purposes of in the foregoing calculation above, there shall not be included the value case of any assets which were the subject reinvestment of an Asset Sale if the Net Proceeds from such of any Asset Sale are applied by the Company of any Collateral, shall constitute Collateral) within 360 365 days after the receipt of such Net Proceeds either (i) or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make an investment such prepayment to the extent of the amount set forth in Additional Assets having a fair market value such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such 365-day period (as determined in good faith by such period may be extended as set forth above) shall be applied to prepay the Board of Directors of Borrowings promptly upon the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount expiration of such proceeds applied to the payment of such Indebtedness)period.

Asset Sales. The If after the Closing Date any Vencor Company will not, and will not permit (other than an Excluded Partnership) receives any Subsidiary to, consummate Net Cash Proceeds of any Asset Sale, unless, after giving effect the Borrowers shall prepay (subject to such proposed Asset Sale, subsection (g) below) an aggregate principal amount of Loans and permanently reduce the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of Commitments in an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date amount equal to 100% of such proposed Asset Sale does not exceed 10% Net Cash Proceeds of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject (i) if such Net Cash Proceeds are proceeds of an Asset Sale if of any of the Net Proceeds from such Asset Sale are applied by Appraised Properties, the Company within 360 days after Borrowers shall, notwithstanding the receipt foregoing, be required to prepay (subject to subsection (g) below) an aggregate principal amount of Loans and permanently reduce the Commitments in an amount equal to only 90% of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed ofCash Proceeds, or and (ii) if such Net Cash Proceeds are proceeds of an Asset Sale of any of the Properties Held For Sale, the Borrowers shall, notwithstanding the foregoing, be required to reduce the repayment or Commitments in an amount equal to 100% of such Net Cash Proceeds but shall not be required to make any prepayment of unsubordinated Indebtedness the Loans with such Net Cash Proceeds other than any prepayment required so that the Borrowers are in compliance, after giving effect to such reduction of the Company (other than (x) Indebtedness owing by Commitments, with the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness limitations set forth in respect Section 2.01(c). Concurrently with the closing of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of IndebtednessAsset Sale, the availability Net Cash Proceeds received at such closing shall be deposited in the Prepayment Account until that portion of credit under such credit facility is permanently reduced by Net Cash Proceeds (or an amount not less than the amount of such proceeds equal thereto) which is required to be applied to the payment of such Indebtedness)prepay Loans is so applied.

Asset Sales. The Company will notAny and all proceeds derived from the sale or disposition (whether voluntary or involuntary), and will not permit any Subsidiary toor on account of damage or destruction, consummate any Asset Saleof the real estate, unlessfurniture, after giving effect to such proposed Asset Salefixtures, the aggregate value of all equipment or other fixed assets of the Company Borrower or any Subsidiary shall be paid over to the Agent as and its Subsidiaries (valued at for a mandatory prepayment, such prepayment to be allocated to the greater Term Loans until repaid in full, and then to prepay the Revolving Loans and prefund any outstanding Letters of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleCredit; providedPROVIDED, howeverHOWEVER, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) the foregoing provisions shall be inapplicable to make an investment proceeds received by the Agent under the Collateral Documents if and so long as, pursuant to the terms of the Collateral Documents, the same are to be held by the Agent and disbursed for the restoration, repair or replacement of the property in Additional Assets having a fair market value respect of which such proceeds were received, (as determined ii) no prepayment shall be required with respect to the first $100,000 of net proceeds (i.e., gross proceeds net of out-of-pocket expenses incurred in effecting the sale or other disposition) received during any one calendar year from the sale or other disposition of equipment, furniture and fixtures of the Borrower and its Subsidiaries, taken together, which are worn out, obsolete or, in the good faith by the Board of Directors judgment of the CompanyBorrower or such Subsidiary, no longer desirable to the efficient conduct of its business as then conducted, (iii) no prepayment shall be required with respect to proceeds received from the sale, damage or destruction of any of the equipment or other assets subject to Liens permitted by Section 8.12 hereof if and to the extent such proceeds are applied to reduce the indebtedness secured by such Liens and (iv) so long as no Default or Event of Default has occurred or is continuing the Borrower or such Subsidiary, as the case may be, may retain the proceeds derived from the sale, damage or destruction of fixtures, furniture and equipment if and to the extent that the Borrower or such Subsidiary establishes to the reasonable satisfaction of the Agent that the equipment sold, damaged, or destroyed has been replaced (or repaired in the case of damaged property) with fixtures, furniture or equipment of at least equal value and utility to that replaced (before any such damage or destruction) which is subject to a first lien in favor of the assets so disposed of, or (ii) to Agent for the repayment or prepayment of unsubordinated Indebtedness benefit of the Company (other than (x) Indebtedness owing by Lenders. Nothing herein contained shall in any manner impair or otherwise affect the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing prohibitions against the Company or any such Subsidiary with the right to obtain loans sale or other extensions disposition of credit from time to time, unless Collateral contained herein and in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Collateral Documents.

Asset Sales. The Company will not, and will not permit Not later than five (5) Business Days following the receipt of any Subsidiary to, consummate Net Cash Proceeds of any Asset Sale, unless, after giving effect to such proposed Asset SaleSale by any Company, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of Borrower shall apply an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date amount equal to 100% of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleNet Cash Proceeds to make prepayments in accordance with Section 2.10(h); provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of with respect to any assets which were the subject of Net Cash Proceeds realized under an Asset Sale if described in this Section 2.10(c), at the Net Proceeds from 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 are applied by Sale), and so long as no Event of Default shall have occurred and be continuing, the Company 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 360 365 days after the receipt of such Net Cash Proceeds either (i) such reinvestment transactions shall have been consummated; provided that, if the Borrower or such Subsidiary enters into binding definitive agreements to make an investment reinvest such Net Cash Proceeds in Additional Assets having a fair market value (as determined in good faith by the Board of Directors operating assets of the Company) at least equal to that Borrower or such Subsidiary within 365 days of the assets so disposed ofreceipt thereof, the Borrower or (ii) such Subsidiary thereof shall be permitted to consummate such reinvestment on or prior to the repayment or prepayment of unsubordinated Indebtedness of date that is 180 days after the Company (other than (x) Indebtedness owing by date on which such binding definitive documents are entered into; provided further, that the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the aggregate amount of such proceeds Net Cash Proceeds reinvested in accordance with this Section 2.10(c) shall not exceed $1,000,000 in any fiscal year of the Borrower; and provided further, however, that any Net Cash Proceeds not 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 the payment prepayment of such Indebtednessthe Loans as set forth in this Section 2.10(c).

Asset Sales. The No later than the third (3rd) Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $2,000,000 in the aggregate in any four consecutive Fiscal Quarter period, Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Company shall have the aggregate value of all option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in assets of the general type used in the business of Company and its Subsidiaries if such assets are purchased or constructed within three hundred sixty (valued at the greater of net book value or fair value360) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the following receipt of such Net Proceeds Asset Sale Proceeds; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be, at the option of Company, either (i) held at all times prior to make such reinvestment, in an investment escrow account in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal form and substance reasonably acceptable to that of the assets so disposed ofAdministrative Agent, or (ii) applied to prepay Revolving Loans to the repayment or prepayment of unsubordinated Indebtedness of the Company extent then outstanding (other than (xwithout a reduction in Revolving Commitments) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any upon such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtednessapplication, the availability of credit under such credit facility is permanently reduced by Administrative Agent shall establish a reserve against Availability in an amount not less than equal to the amount of such proceeds Asset Sale Reinvestment Amounts so applied and, to the payment extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be held at all times prior to such reinvestment in an escrow account in form and substance reasonable acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the last day of such Indebtednessthree hundred sixty (360) day period and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the Obligations as set forth in Section 2.14(b).

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, Not later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on third Business Day following the date of such proposed receipt by Parent or any Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale does not exceed 10% by any Credit Party, the Borrower shall prepay the Borrowings in an aggregate amount equal to such Net Proceeds; provided that, so long as no Default or Event of Consolidated Total Assets determined as at Default shall have occurred and be continuing, the last day Borrower may, prior to the date of the then most recently ended Fiscal Year required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Company preceding such Asset Sale; providedBorrower and the other Credit Parties (which assets, however, that for purposes of in the foregoing calculation above, there shall not be included the value case of any assets which were the subject reinvestment of an Asset Sale if the Net Proceeds from such of any Asset Sale are applied by the Company of any Collateral, shall constitute Collateral) within 360 365 days after the receipt of such Net Proceeds either (i) or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make an investment such prepayment to the extent of the amount set forth in Additional Assets having a fair market value such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such 365-day period (as determined in good faith by such period may be extended as set forth above) shall be applied to prepay the Board of Directors of Borrowings promptly upon the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount expiration of such proceeds applied to the payment of such Indebtedness)period.

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $250,000 in the aggregate since the Closing Date, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect the Companies shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, the aggregate value of all Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the Company general type used in the business of the Companies if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and its Subsidiaries so long as any such individual or aggregate investment in the amount of $250,000 or more has been consented to by Administrative Agent and Requisite Lenders) or (valued 2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the greater option of net book value or fair valuethe Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) that were and, to the subject of an extent such Asset Sale during Reinvestment Amounts exceed the period commencing on amount required to prepay all such Revolving Loans, the first day of balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the then current Fiscal Year of event that the Company and ending on the date of such proposed Asset Sale does Reinvestment Amounts are not exceed 10% reinvested by the Companies prior to the earliest of Consolidated Total Assets determined as at (i) the last day of such one hundred twenty (120) day period (if a definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the then most recently ended Fiscal Year other provisions of this Agreement), (ii) the last day of such one hundred eighty (180) day period (if a definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject occurrence of an Asset Sale if the Net Proceeds from Event of Default, Administrative Agent may apply such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) Reinvestment Amounts to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Obligations as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.14(b).

Asset Sales. The No later than the first Business Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds to the extent in excess of $250,000 in the aggregate in any trailing twelve month period, Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect shall prepay the Loans as set forth in Section 2.13(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Company shall have the aggregate value option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in assets useful in the business of all assets of the Company and its Subsidiaries within (valued at the greater of net book value or fair valuex) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 one hundred eighty days after the following receipt of such Net Asset Sale Proceeds, or (y) three hundred sixty days following receipt of such Net Asset Sale Proceeds either if a contractual commitment to reinvest such Net Asset Sale Proceeds is entered into within one hundred eighty days following receipt of such Net Asset Sale Proceeds (such period to reinvest, as applicable, the “Asset Sale Reinvestment Period”). In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors expiration of the Company) at least equal to that of the assets so disposed ofapplicable Asset Sale Reinvestment Period, or and (ii) to the repayment or prepayment of unsubordinated Indebtedness date of the Company occurrence of an Event of Default, then, at such time, an Event of Default shall be deemed to have occurred and be continuing under this Section 2.12(a) until a prepayment is made (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless escrow is applied by Administrative Agent as a prepayment) in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount equal to such Net Asset Sale Proceeds that have not less than the amount of such proceeds applied to the payment of such Indebtedness)been so reinvested.

Asset Sales. The Company will notIn addition to any other mandatory repayments pursuant to this Section 4.02, and will not permit on each date on or after the Initial Borrowing Date upon which the Borrower or any Subsidiary to, consummate of its Subsidiaries receives any cash proceeds from any Asset Sale, unlessan amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (i); provided that with respect to no more than $5,000,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, after giving effect the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such proposed Asset Saledate stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the business permitted pursuant to Section 9.15 (including, without limitation (but only to the extent permitted by Section 9.02), the aggregate value of all assets purchase of the Company and its Subsidiaries (valued at the greater of net book value assets or fair value) that were the subject of an Asset Sale during the period commencing on the first day 100% of the then current Fiscal Year capital stock of the Company and ending on a Person engaged in such businesses) within 180 days following the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at (which certificate shall set forth the last day estimates of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedproceeds to be so expended), howeverand provided further, that for purposes if all or any portion of such Net Sale Proceeds not required to be applied to the foregoing calculation aboverepayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, there shall if any, as the Borrower determines not be included the value of any assets which were the subject of an Asset Sale if to reinvest the Net Sale Proceeds from such Asset Sale are as set forth above), such remaining portion shall be applied by on the Company within 360 days after the receipt last day of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(e) without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds either (i) of up to make an investment in Additional Assets having a fair market value (as determined in good faith by $7,000,000 from the Board of Directors sale of the Company) at least equal Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not be required to that of the assets so disposed of, or (ii) be applied to the repayment or a mandatory prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company Term Loans pursuant to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtednessthis Section 4.02(e).

Asset Sales. The Company will notshall prepay the Loans in an amount equal to the Unapplied Net Proceeds from dispositions, provided that so long as no Event of Default or Potential Event of Default is then existing, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect the Company notifies the Agent of its intent to such proposed Asset Saledo so within five (5) Business Days of receipt thereof, the aggregate value of all assets Company may use the Unapplied Net Proceeds for Acquisitions permitted by this Agreement made within 270 days from receipt of the Unapplied Net Proceeds. If the Company and does not so notify the Agent of its Subsidiaries intent to use the proceeds in the manner specified above, it shall prepay the Loans within five (valued at the greater 5) Business Days of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day receipt of the then current Fiscal Year of Unapplied Net Proceeds (or such other time period as the Agent may agree to). Further if the Company and ending does so notify the Agent, but fails to use the Unapplied Net Proceeds for Acquisitions within said 270-day period; then it shall prepay the Loans on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 is 270 days after the date of receipt of the Unapplied Net Proceeds. In addition to the foregoing, if pursuant to the Senior Subordinated Indentures or any other subordinated indenture, the Company is required to use proceeds of dispositions to prepay Indebtedness thereunder if such Net Proceeds either (i) proceeds are not used to make an investment prepay senior Indebtedness, the Company shall use the proceeds of such dispositions to prepay the Loans hereunder at the time specified in Additional Assets having a fair market value (as determined such indenture. Notwithstanding anything to the contrary contained in good faith by the Board of Directors this Agreement, no prepayment of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless Loans shall be required in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)WABZ Disposition.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as at receipt thereof), Company shall prepay the last day of Loans and/or the then most recently ended Fiscal Year of the Company preceding Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $1,500,000 in any twelve consecutive month period, upon delivery of a written notice to Administrative Agent, Company shall have the option, directly or prepayment of unsubordinated Indebtedness through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within two hundred seventy (other than 270) days following receipt of such Net Asset Sale Proceeds (xand so long as any such individual or aggregate investment in the amount of $1,500,000 or more in any twelve consecutive month period has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) Indebtedness owing and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. Notwithstanding the foregoing, with respect to the Las Vegas Termination Payments, the Company shall be required to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing prepay the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced Obligations by an amount equal to the Las Vegas Excess Termination Payments in accordance with Section 2.14(b) (in lieu of reinvestment), unless the Company has notified the Administrative Agent, in writing and prior to 30 days after receipt by Holdings or its Subsidiaries of any Las Vegas Termination Payments, of the specific investment into which such Las Vegas Excess Termination Payments shall be re-invested, in which case, the Las Vegas Excess Termination Payments may be reinvested in accordance with this Section 2.13(a) in such designated specific investment (or applied to prepay the Obligations in accordance with this Section 2.13(a)). In the event that the Asset Sale Reinvestment Amounts are not less than reinvested by Company prior to the amount earlier of (i) the last day of such proceeds applied two hundred seventy (270) day period, and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the payment of such IndebtednessObligations as set forth in Section 2.14(b).. 70

Asset Sales. The Company will not(a) Exercise of Asset Sale Rights. So long as no Notes or New Notes are Outstanding the Garnet Preferred Member may, and will at any time (x) following the occurrence of a Shareholder Trigger Event or a Specified Equity Event or (y) during an Extension Period, elect to cause (i) the sale of or realization upon one or more assets of Garnet, Amethyst and/or the Garnet Project Companies and/or (ii) the Distribution of Cash and/or proceeds of such asset sales pursuant to Section 5.1(a) or 5.1(b) (as applicable) by delivering to the Managing Member (and, if the Garnet Common Member is not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Salethe Managing Member, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair valueGarnet Common Member) that were the subject of an Asset Sale during Notice and such Asset Sale Notice shall become effective to permit the period commencing sale of the assets specified therein on the first day of the then current Fiscal Year of the Company and ending on the date 10th Business Day following delivery of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleNotice; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from Garnet Preferred Member may rescind such Asset Sale are applied Notice by delivering to the Managing Member (and, if the Garnet Common Member is not the Managing Member, the Garnet Common Member) written notice of such rescission; and provided, further, that if an Irrevocable Election has been made by the Company within 360 days after Garnet Common Member and a Purchase Option Notice or a Retirement Notice has been delivered pursuant to the receipt of Diamond LLC Agreement or the Topaz LLC Agreement on or prior to such Net Proceeds either (i) 10th Business Day, no Asset Sale Notice shall become effective to make an investment in Additional Assets having a fair market value (as determined in good faith by permit the Board of Directors of the Company) at least equal to that sale of the assets so disposed ofspecified therein until the day after the Purchase Date or Retirement Date, as the case may be, specified in such notice (and then if, but only if, such purchase or (ii) to retirement is not consummated). Any such rescission shall not affect the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the Garnet Preferred Member's right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)deliver any subsequent Asset Sale Notice.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by any Note Party or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds (it being understood that such Net Asset Sale Proceeds, if received on or after the Initial Note Date, shall be deposited into a Controlled Account on the same Business Day as at receipt thereof), the last day of the then most recently ended Fiscal Year of the Company preceding Remaining Amount shall be reduced in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Default or Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000, upon delivery of a written notice to the Purchasers, Company shall have the option, directly or prepayment of unsubordinated Indebtedness through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (other than 180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by the Requisite Purchasers) or (2) Permitted Acquisitions if (x) Indebtedness owing a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Sale Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, if requested by the Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to the Requisite Purchasers. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earliest of (i) the last day of such one hundred twenty (120) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has not been executed in accordance with the other provisions of this Agreement), (ii) the last day of such one hundred eighty (180) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the occurrence of an Event of Default, such Asset Sale Reinvestment Amounts shall be applied to the Obligations as set forth in Section 2.14(b). For the avoidance of doubt, if any Net Asset Sale Proceeds are received by any Note Party or any of its Subsidiaries or any Affiliate prior to the payment in full and discharge of the Xxxxxxx NPA Obligations (y) Indebtedness other than in respect of any revolving credit or similar facility providing contingent indemnification amounts for which no claim has been made), such Net Asset Sale Proceeds shall be applied as set forth in Section 2.13 of the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Xxxxxxx NPA.

Asset Sales. The Company will notIf, and will not permit subsequent to the Closing Date, the Borrower or any Subsidiary toshall receive Net Cash Sales Proceeds from any Disposition (other than a Disposition permitted under clauses (a) or (b) of Section 6.2 hereof) of assets other than Ground Assets or other Satellite Assets, consummate then within five Banking Days after receipt of any Asset Sale, unless, after giving effect to such proposed Asset SaleNet Cash Sales Proceeds therefrom, the aggregate value of all assets Borrower shall prepay the outstanding principal amount of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on Loans, together with interest accrued thereon to the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding prepayment, in an amount equal to such Asset SaleNet Cash Sales Proceeds; provided, however, that no such prepayment shall be required under this Section 3.1(g)(i) with respect to (x) any Dispositions of assets other than Ground Assets or other Satellite Assets for fair market value resulting in no more than $10,000,000 (disregarding for purposes of this Section 3.1(g)(i) the foregoing calculation above$10,000,000 threshold in clause (b) of the definition of “Disposition”) (the “Trigger Amount”) in Net Cash Sales Proceeds in any Fiscal Year; provided further, that there shall be required to be applied to the prepayment of the Loans only fifty percent (50%) of such Net Cash Sales Proceeds in excess of the Trigger Amount and equal to or less than $50,000,000 in any Fiscal Year; to the extent, with respect to the immediately foregoing proviso, the Borrower shall have delivered a Certificate from a Responsible Official to the Administrative Agent stating that such Net Cash Sales Proceeds are expected to be reinvested in specific fixed or capital assets required for the conduct of the Permitted Business within 180 days following the date of such Disposition, and provided further that if any such Net Cash Sale Proceeds shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company have been reinvested pursuant to this clause (x) within 360 180 days after the receipt date of such Net Proceeds either Disposition, on such 180th day (ior if not a Banking Day, the next Banking Day) to Borrower shall make a prepayment of principal under the Loans in an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least amount equal to that of the assets so disposed ofsuch unreinvested balance, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessDisposition set forth on Schedule 3.1(g)(i).

Asset Sales. The Company will not, and will not permit Not later than five (5) Business Days following the receipt by the Initial Borrower or any Restricted Subsidiary to, consummate of any Net Asset Sale, unless, after giving effect to such proposed Asset SaleSale Proceeds in excess of $10,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay the Term Loans, subject to Sections 2.13(g) and 2.14(b) in an aggregate value amount equal to one hundred percent (100%) of all assets such Net Asset Sale Proceeds in excess of $10,000,000; provided that, so long as no Event of Default shall have occurred and be continuing or would immediately arise therefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied in accordance with this clause (a) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the Company five-Business-Day period noted above stating that such Net Asset Sale Proceeds are expected to be reinvested in assets (other than working capital, except for short term capital assets) used or useful in the business of the Initial Borrower and its Restricted Subsidiaries (valued at the greater of net book value including pursuant to a Permitted Acquisition) or fair value) that were the subject of an to be contractually committed to be so reinvested (such amounts “Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Reinvestment Amounts”), within twelve (12) months following receipt of such proposed Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding Proceeds; provided that such Asset SaleSale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month period); provided, however, that for purposes if at the time that any such prepayment would be required, the Borrowers (or any Restricted NAI-1537228099v3 Subsidiary of the foregoing calculation aboveBorrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied Credit Agreement Refinancing Indebtedness or any other Indebtedness permitted hereunder, in each case, that is secured by the Company within 360 days after Collateral on a pari passu basis and that is pari passu in right of payment, with the receipt Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or other Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by Asset Sale Proceeds, then the Board of Directors Borrower Representative may apply such portion of the Company) at least equal to that Net Asset Sale Proceeds on a pro rata basis (determined on the basis of the assets so disposed ofaggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, or (ii) further, that the portion of such Net Asset Sale Proceeds allocated to the repayment or prepayment of unsubordinated Other Applicable Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount shall not less than exceed the amount of such proceeds Net Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Asset Sale Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the payment Term Loans in accordance with the terms hereof. In the event that any portion of the Asset Sale Reinvestment Amounts are neither reinvested nor contractually committed to be so reinvested within such twelve (12) month period (and actually reinvested within 180 days after the expiration of such Indebtednesstwelve (12) month period), such unused portion shall be applied within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.13(a) (without giving effect to the first proviso in this clause (a) above).

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, Not later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on fifth Business Day following the date of such proposed receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at Proceeds (other than from (x) the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value sale of any assets which were Specified Properties after the subject of Third Amendment Effective Date and (y) Permitted Leaseback Transactions), the Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either Proceeds, together with accrued interest thereon and any premium payable pursuant to Section 2.11; provided that (i) to make the extent any such Net Asset Sale Proceeds constitute proceeds of ABL Priority Collateral (including the portion of Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral from an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors Asset Sale of the CompanyEquity Interests of any Credit Party that owns ABL Priority Collateral), then the mandatory prepayment pursuant to this Section 2.10(a) at least with respect to Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral shall be in an amount equal to 100% of such Net Asset Sale Proceeds minus the amount of such Net Asset Sale Proceeds that are then required to be used to prepay Indebtedness under the ABL Credit Agreement, and (ii) (A) so long as no Default or Event of Default shall have occurred and be continuing, and (B) to the extent that (x) such Net Asset Sale Proceeds consist of proceeds of the assets so disposed ofsale of Specified Properties prior to the Third Amendment Effective Date, or (iiy) to the repayment or prepayment of unsubordinated Indebtedness of the Company Net Asset Sale Proceeds (other than from the sale of any Specified Properties) reinvested in accordance with this Section 2.10(a) from the Closing Date through the applicable date of determination, together with the aggregate amount of Net Insurance/Condemnation Proceeds reinvested in accordance with Section 2.10(b) and Net Extraordinary Receipts reinvested in accordance with Section 2.10(f), do not exceed $15,000,000 in the aggregate, then, in each case, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest (or commit to invest) all or a portion of such Net Asset Sale Proceeds in long‑term productive assets of the general type used in the business of the Borrower and its Subsidiaries within twelve (12) months of receipt thereof (or, if committed to be reinvested within such twelve (12) month period, within six (6) months of such twelve (12) month period); provided that with respect to any Net Asset Sale Proceeds from the sale of any Specified Property prior to the Third Amendment Effective Date, such permitted reinvestment period shall end on January 30, 2020. For the avoidance of doubt, any Net Asset Sale Proceeds not so invested during such twelve (12) month period (or, (x) Indebtedness owing by in the Company to any case of its Subsidiaries or any Affiliate commitments, within six (6) months of such twelve (12) month period and (y) Indebtedness in respect the case of Net Asset Sale Proceeds from the sale of any revolving credit or similar facility providing applicable Specified Property, by January 30, 2020) shall be required to be used to make a mandatory prepayment of the Company or any Loans on the Business Day after such Subsidiary with period ends. Notwithstanding the right to obtain loans or other extensions foregoing provisions of credit from time to time, unless in connection with such payment of Indebtednessthis Section 2.10(a), the availability Net Asset Sale Proceeds of credit under such credit facility is permanently reduced by an amount not less than (I) any Specified Property sold after the amount Third Amendment Effective Date and (II) any Permitted Leaseback Transaction shall be excluded from the requirements of such proceeds this Section 2.10(a) and shall instead be required to repay the Loans and applied to the payment in accordance with Section 2.10(c) of such Indebtedness)this Agreement.”

Asset Sales. The Company will notNo later than the fifth Business Day following the date of receipt by any Front Line Loan Party or any of its Subsidiaries of any Net Proceeds from Asset Sales consummated pursuant to ‎Section 6.09(e), and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect Borrower shall prepay the Loans as set forth in ‎Section 2.14(a) in an aggregate amount equal to such proposed Asset SaleNet Proceeds; provided, the aggregate value that so long as (i) no Default or Event of all assets Default shall have occurred and be continuing as of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% Sale, (ii) Borrower has delivered Collateral Agent prior written notice of Consolidated Total Assets determined as at Borrower’s intention to apply such monies (the last day “Reinvestment Amounts”) to the costs of replacement of the then most recently ended Fiscal Year properties or assets that are the subject of such sale or disposition reinvested within six months (or within nine months following receipt thereof if a contractual commitment to reinvest is entered into within nine months following receipt thereof), following the Company preceding date of such Asset Sale; provided, however(iii) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, that for purposes and (iv) Borrower or its Subsidiaries, as applicable, complete such replacement within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies, in an aggregate amount not to exceed $100,000 in any Fiscal Year, to the costs of replacement of the foregoing calculation above, there shall not be included the value of any assets which were that are the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, sale or (ii) disposition unless and to the repayment extent that such applicable period shall have expired without such replacement being made or prepayment of unsubordinated Indebtedness of completed, in which case, any amounts remaining in the Company (other than (xcash collateral account shall be paid to Administrative Agent and applied in accordance with ‎Section 2.14(a). Nothing contained in this ‎Section 2.13(a) Indebtedness owing by the Company to shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with ‎Section 6.09. Notwithstanding anything to the contrary herein, any issuance by Borrower of its Capital Stock resulting in a Change of Control shall constitute an Asset Sale subject to this Section 2.13‎(a) (without giving effect to the reinvestment right described herein), and Borrower shall prepay the Loans as set forth in ‎Section 2.14(a) in an amount equal to the aggregate Net Proceeds received by Borrower (or any Affiliate and (ySubsidiary thereof) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment any and all issuances of Indebtedness, the availability Capital Stock of credit under such credit facility is permanently reduced by an amount not less than Borrower since the amount of such proceeds applied to the payment of such Indebtedness)Closing Date.

Asset Sales. The Company will notIn the event of any contemplated Asset Sale or Involuntary Disposition, as applicable, or series of related Asset Sales (other than any Asset Sale permitted under Section 9.09(a), (b), (c), (d), (f), (i) or (j)) or Involuntary Dispositions, as applicable, yielding Asset Sale Net Proceeds in excess of three million Dollars ($3,000,000) in the aggregate for all Asset Sales and will not permit any Subsidiary toInvoluntary Dispositions (and series thereof) during the term of this Agreement, consummate any Borrower shall provide at least three (3) Business Days’ prior written notice of such Asset Sale, unlessInvoluntary Disposition or series thereof, as applicable, to Administrative Agent and shall, not later than the date that is three (3) Business Days after giving effect to the date of such proposed Asset Sale, Involuntary Disposition or series thereof, as applicable: (x) if the assets subject to such Asset Sale, Involuntary Disposition or series thereof represent substantially all of the assets or Revenues of Borrower and its Subsidiaries, on a consolidated basis, or represent any specific line of business which either on its own or together with other lines of business sold or otherwise disposed of over the term of this Agreement account for Revenue generated by such lines of business exceeding fifteen percent (15%) of the Revenue of Borrower and its Subsidiaries, on a consolidated basis, in the immediately preceding year, prepay the aggregate value of all assets outstanding principal amount of the Company and its Subsidiaries (valued at Loans in an amount equal to the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending Redemption Price applicable on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, howeverInvoluntary Disposition or series thereof, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect the case of any revolving credit or similar facility providing all other Asset Sales, Involuntary Dispositions and series thereof not described in the Company or any such Subsidiary with foregoing clause (x), prepay the right to obtain loans or other extensions of credit from time to time, unless Loans in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than equal to the entire amount of the Asset Sale Net Proceeds of such proceeds applied Asset Sale, Involuntary Disposition or series thereof, plus any accrued but unpaid interest and any fees (including the Back-End Facility Fee, if applicable) then due and owing with respect to the payment principal amount of such Indebtedness).the Loans being prepaid plus the Prepayment Premium with respect to the Loans being prepaid, plus any Claims or Losses referred to in Section 13.03 then due and owing, credited in the following order:

Asset Sales. The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary to, consummate any Asset Sale, unlessunless (i) at the time of such Asset Sale, no Event of Default pursuant to clauses (a), (b) or (g) of Section 7.01 has occurred and is continuing or would result from such Asset Sale, and (ii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash or Permitted Investments; provided that (1) any Designated Non-Cash Consideration received in respect of such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (1) from and after the Closing Date, not in excess of $250,000,000, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to such proposed Asset Salesubsequent changes in value, the aggregate value of all assets of the Company shall be deemed cash and its Subsidiaries (valued at the greater of net book value 2) any liabilities or fair value) obligations that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied assumed by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless transferee in connection with such payment Disposition shall be deemed cash and any securities, notes or other obligations received by the Borrower or any of Indebtednessits Restricted Subsidiaries from the transferee or Affiliates in connection with such Asset Sale shall be deemed cash if the Borrower or the applicable Restricted Subsidiary intends at the time of receipt to convert such securities, notes or other obligations to cash within fifteen months of receipt thereof (with the availability of credit under proceeds thereof being cash proceeds upon any such credit facility is permanently reduced by an amount not less than the amount of conversion); provided, further, that any such proceeds applied to the payment of such Indebtedness)Asset Sale shall be for Fair Market Value.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, Not later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on fifth Business Day following the date of such proposed receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at Proceeds (other than from (x) the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value sale of any assets which were Specified Properties after the subject of Third Amendment Effective Date and (y) Permitted Leaseback Transactions), the Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either Proceeds, together with accrued interest thereon and any premium payable pursuant to Section 2.11; provided that (i) to make the extent any such Net Asset Sale Proceeds constitute proceeds of ABL Priority Collateral (including the portion of Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral from an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors Asset Sale of the CompanyEquity Interests of any Credit Party that owns ABL Priority Collateral), then the mandatory prepayment pursuant to this Section 2.10(a) at least with respect to Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral shall be in an amount equal to that 100% of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than Net Asset Sale Proceeds minus the amount of such proceeds applied Net Asset Sale Proceeds that are then required to be used to prepay Indebtedness under the ABL Credit Agreement, and (ii) (A) so long as no Default or Event of Default shall have occurred and be continuing, and (B) to the payment extent that (x) such Net Asset Sale Proceeds consist of proceeds of the sale of Specified Properties prior to the Third Amendment Effective Date, or (y) the Net Asset Sale Proceeds (other than from the sale of any Specified Properties) reinvested in accordance with this Section 2.10(a) from the Closing Date through the applicable date of determination, together with the aggregate amount of Net Insurance/Condemnation Proceeds reinvested in accordance with Section 2.10(b) and Net Extraordinary Receipts reinvested in accordance with Section 2.10(f), do not exceed $15,000,000 in the aggregate, then, in each case, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest (or commit to invest) all or a portion of such IndebtednessNet Asset Sale Proceeds in long-term productive assets of the general type used in the business of the Borrower and its Subsidiaries within twelve (12) months of receipt thereof (or, if committed to be reinvested within such twelve (12) month period, within six (6) months of such twelve (12) month period).; provided that with respect to any Net Asset Sale Proceeds from the sale of any Specified Property prior to the Third Amendment Effective Date, 5

Asset Sales. The Company will not, and will not permit No later than the first Business Day following the date of receipt by Holdings or any Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale, unlessSale Proceeds of Term Priority Collateral (or, after giving effect the Discharge of ABL Obligations, Net Asset Sale Proceeds of any Collateral) , Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing on or as of such first Business Day, Company shall have the aggregate value option (exercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of all its Subsidiaries, to invest Net Asset Sale Proceeds within three hundred and sixty five (365) days of receipt thereof in long-term productive assets of the general type used in the business of Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment capital expenditures in Additional Assets having a fair market value (as determined in good faith by the Board connection with improvement of Directors capital assets of the Company) at least equal to that of the assets so disposed of, Company or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to 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 any Affiliate exceed $5,000,000 in the aggregate, 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) Indebtedness to the extent such amounts are not applied in respect 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 immediately 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 be applied as set forth in Sections 2.15(b) and 2.14(d). In the event that prior to the Discharge of any revolving credit or similar facility providing the ABL Obligations Holdings, Company or any such its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a Subsidiary with the right to obtain loans or other extensions is a sale of credit from time to timea division or line of business, unless in connection with such payment then, for purposes of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than determining the amount of such any prepayment required to be made or offered hereunder, a portion of the proceeds applied to the payment of such Indebtedness)Asset Sale in an amount equal to (i) the net book value of all accounts receivable included in such 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 give rise to a prepayment hereunder.

Asset Sales. The Company will notTogether with each delivery of financial statements pursuant to Section 5.01(a) or 5.01(b), the Borrower shall deliver to the Administrative Agent a statement (a “Net Cash Proceeds Statement”) setting forth in reasonable detail the aggregate amount of Net Cash Proceeds received during the last fiscal quarter covered by such financial statements (the “Current Net Cash Proceeds”). If the aggregate amount of the Current Net Cash Proceeds when taken together with the aggregate amount of Net Cash Proceeds received in prior fiscal quarters as to which a prepayment of the Indebtedness hereunder or the EDC Indebtedness has not yet been made under this paragraph (other than as a result of the proviso hereto or the requirement to only use 50% of Excess Disposition Proceeds to make prepayments) shall exceed $1,000,000,000500,000,000 in the aggregate (such excess amount, the “Excess Disposition Proceeds”) then, not later than five Business Days after the delivery of the applicable Net Cash Proceeds Statement (or if such Net Cash Proceeds Statement shall not be delivered in conformity with the terms hereof, five Business Days after the date such Net Cash Proceeds Statement was required to be delivered), the Borrower shall apply 50% of such Excess Disposition Proceeds towards the prepayment of (A) the Loans and will not permit any Subsidiary tothe reduction of the Commitments as set forth in sub-clause (z) of this paragraph (and/or provide cover for LC Exposure as specified in Section 2.04(i)) and (B) the EDC Indebtedness (but only to the extent required under the EDC Credit Agreement), consummate any Asset Salepro rata based on their respective outstanding principal amount of loans thereunder as of the end of the period covered by the applicable financial statements (treating, unlessfor such purpose, after giving effect to such proposed Asset Saleas outstanding loans, the aggregate value of all assets outstanding LC Exposure and the unused portion of the Company Commitments); provided that the Borrower shall not be required to make a prepayment under this sub-clause (y) to the extent that (1) the Borrower states in the applicable Net Cash Proceeds Statement that all or any portion of such Net Cash Proceeds (or an equivalent amount) is to be reinvested (or has been reinvested) in any assets used or to be used by the Borrower and its Subsidiaries in the same or similar or related line of business, and (valued at 2) such Net Cash Proceeds (or an equivalent amount) are or have been or will be in fact so applied to such reinvestment within twelve months of the greater of net book value or fair value) that were the subject of an related Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Recovery Event.

Asset Sales. The Company will not, and will not permit In the event of any Subsidiary to, consummate contemplated Asset Sale or series of Asset Sales (other than any Asset SaleSale permitted under any of Sections 9.09(a)-(h) or (j)-(l)) yielding Asset Sale Net Proceeds in excess of $10,000,000 in the aggregate, unlessBorrower shall provide thirty (30) days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice of such Asset Sale to Administrative Agent and, after giving effect if within such notice period Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to such proposed Asset Salethis Section 3.03(b)(i), Borrower shall: (x) if the aggregate value of assets sold represent substantially all assets of the Company assets or Revenues of Borrower and its Subsidiaries (valued at on a consolidated basis, or represent any specific line of business which either on its own or together with other lines of business sold over the greater term of net book value or fair value) that were the subject this Agreement account for Revenue generated by such lines of an Asset Sale during the period commencing on the first day business exceeding 15% of the then current Fiscal Year Revenue of Borrower and its Subsidiaries on a consolidated basis in the immediately preceding year, prepay the aggregate outstanding principal amount of the Company and ending Loans in an amount equal to the Redemption Price applicable on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedin accordance with Section 3.03(a), however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect the case of all other Asset Sales not described in the foregoing clause (x), prepay the Loans in an amount equal to the entire amount of the Asset Sale Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees (including any fees payable pursuant to the Fee Letter) then due and owing. Borrower shall make such prepayment not later than five (5) Business Days after the consummation of such Asset Sale (or such later date as may be agreed to by the Administrative Agent); provided that, if any Asset Sale Net Proceeds shall be paid periodically rather than in a single lump sum, such prepayment need not be made as a single lump sum, but shall be made periodically, not later than five (5) Business Days after Borrower’s receipt of each periodic payment (or such later date as may be agreed to by the Administrative Agent). The amount of any revolving credit or similar facility providing such prepayment shall be credited in the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness).following order:

Asset Sales. The If at any time the Company will not, and will not permit any Subsidiary to, intends to consummate any Asset Sale, unless, after giving effect to such proposed Sale in any Fiscal Year (which Asset Sale, when taken together with any other Asset Sales in the same Fiscal Year, exceeds aggregate value proceeds of all assets $100,000), it shall, within ten (10) Business Days prior to the proposed date of consummation of such Asset Sale, notify the Holder in writing of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% (including the subject matter and the material terms thereof and the proposed date of Consolidated Total Assets determined as at consummation) and the last day proposed use of the then most recently ended Fiscal Year of the Company preceding proceeds to be derived from such Asset Sale. Within five (5) Business Days following the Holder's receipt of such written notice, the Holder may, by written notice furnished to the Company, direct the Company to apply all Net Cash Proceeds derived from such Asset Sale to prepay principal of, accrued and unpaid premium, if any, and accrued and unpaid interest on this Note; provided, however, that for purposes of the foregoing calculation above, there Company shall not be included obligated to so apply any Net Cash Proceeds derived from any such Asset Sale involving equipment or other fixed assets used by the value Company in the conduct of its business to the extent that the Company uses such Net Cash Proceeds to purchase newer, functionally equivalent equipment or fixed assets, as the case may be, which is used by the Company in the conduct of its business. If, subject to the proviso in the immediately preceding sentence, the Holder directs the Company to make the mandatory prepayment contemplated by this Section 5(a), the Company shall make such prepayment within one (1) Business Day following the date of consummation of such Asset Sale. In addition, to the extent that the Company receives any cash or cash equivalents upon the sale, conversion, collection or other liquidation of any assets which were the subject of an Asset Sale if the Net Proceeds non-cash proceeds from such Asset Sale are applied by Sale, the Company shall notify the Holder in writing within 360 days one (1) Business Day of such receipt. The Holder may, within five (5) Business Days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed ofwritten notice, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by direct the Company to any of its Subsidiaries make a mandatory prepayment under this Section 5(a) with such cash or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing cash equivalents and, if the Holder so directs the Company, the Company or any shall make such Subsidiary with mandatory prepayment within one (1) Business Day following its receipt of the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Holder's notice.

Asset Sales. The Company will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of Cash Equivalents; provided that the amount of (a) any Asset Sale, unless, liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (b) any notes or other obligations received by the Company or such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into Cash Equivalents (to the extent of the cash received) shall be deemed to be Cash Equivalents for purposes of this provision. Within 270 days after giving effect to such proposed the receipt of any Net Proceeds from an Asset Sale, the aggregate value Company or such Subsidiary may apply such Net Proceeds (i) to permanently reduce borrowings under the Bank Credit Facility (and to correspondingly reduce commitments with respect thereto) or (ii) to make capital expenditures or acquire long-term assets in the same line of all assets business as the Company was engaged immediately prior to such Asset Sale or, in the case of a sale of accounts receivable in connection with any accounts receivable financing, for working capital purposes. Subsequent to the consummation of the Company Newco Contribution, the Newco Initial Investment and its Subsidiaries the repayment of Indebtedness described in clause (valued at v) of the greater definition herein of net book value or fair value"Newbridge Transaction," in the event (i) that were the subject Company or any Subsidiary sells or otherwise disposes of an any Equity Interests or other Investments in TTC or (ii) there shall occur any Newco Sale/Distribution, the Company shall with the Net Proceeds derived therefrom to make offers to Holders of Notes consistent with the Asset Sale during the period commencing on the first day Offer provisions of the then current Fiscal Year of the Company this Section 4.14 and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Salewith Section 3.9; provided, however, that if any Net Proceeds remain after the Company complies with such Asset Sale Offer provision the Company may use such remaining proceeds for purposes working capital and general corporate purposes. Pending the final application of any such Net Proceeds, the Company may temporarily reduce senior indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first or second sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $2.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount at maturity of Notes that may be purchased out of the foregoing calculation aboveExcess Proceeds, there shall not at an offer price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon (or, in the case of an offer to purchase that would be included consummated prior to July 31, 2001, at a purchase price equal to 101% of the value Accreted Value thereof, plus Liquidated Damages thereon, if any) to the date of any assets which were purchase, in accordance with the subject procedures set forth in this Indenture. To the extent that the aggregate Accreted Value of Notes tendered pursuant to an Asset Sale if Offer is less than the Net Excess Proceeds, the Company may use any remaining Excess Proceeds from for general corporate purposes (subject to the restrictions of this Indenture). If the Accreted Value of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Asset Sale are applied by Offer must be commenced within 30 days following the Company within 360 days after Asset Sale or Newco Sale/Distribution that triggers the receipt of such Net Proceeds either (i) Company's obligation to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) Asset Sale Offer and remain open for at least equal to that 30 and not more than 40 days (unless required by applicable law). The Company shall comply with the requirements of Rule 14e-1 under the assets so disposed of, or (ii) Exchange Act and any other securities laws and regulations thereunder to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate extent such laws and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless regulations are applicable in connection with such payment the repurchase of Indebtedness, the availability of credit under such credit facility is permanently reduced by Notes pursuant to an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Asset Sale Offer.

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $125,000 in the aggregate since the Closing Date (excluding a sale (whether or not made in the ordinary course of business) of any portion of the Floorplan Collateral), and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect the Companies shall prepay the Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.12(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, the aggregate value of all Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (i) long-term productive assets of the Company general type used in the business of the Companies if such assets are purchased or constructed within one hundred eighty days following receipt of such Net Asset Sale Proceeds (and its Subsidiaries so long as any such individual or aggregate investment in the amount of $125,000 or more has been consented to by Administrative Agent and Requisite Lenders) or (valued ii) Permitted Acquisitions if (A) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty days following receipt of such Net Asset Proceeds and (B) the transaction contemplated by such purchase agreement is consummated within one hundred eighty days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the greater option of net book value or fair valuethe Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) that were and, to the subject of an extent such Asset Sale during Reinvestment Amounts exceed the period commencing on amount required to prepay all such Revolving Loans, the first day of balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the then current Fiscal Year of event that the Company and ending on the date of such proposed Asset Sale does Reinvestment Amounts are not exceed 10% reinvested by the Companies prior to the earliest of Consolidated Total Assets determined as at (1) the last day of such one hundred twenty day period (if a definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the then most recently ended Fiscal Year other provisions of this Agreement), (2) the last day of such one hundred eighty day period (if a definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (3) the date of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject occurrence of an Asset Sale if the Net Proceeds from Event of Default, Administrative Agent shall apply such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) Reinvestment Amounts to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Obligations as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.12(b).

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries No later than five (valued at the greater of net book value or fair value5) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on Business Days following the date of such proposed receipt by Parent Borrower or any of its Subsidiaries of any Net Asset Sale does Proceeds, Parent Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Parent Borrower shall have the option, directly or through one or more Subsidiaries, to invest such Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets (excluding capital expenditures) of the general type used in the existing lines of business of Parent Borrower if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds; provided further that to the extent such Net Asset Sale Proceeds result from Collateral, Parent Borrower will reinvest such Net Asset Sale Proceeds in Collateral; provided further, pending any such reinvestment such Asset Sale Reinvestment Amounts shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not exceed 10% of Consolidated Total Assets determined as at reinvested prior to the last day of the then most recently ended Fiscal Year of the Company preceding such one hundred eighty (180) day period, Administrative Agent shall apply such Asset SaleSale Reinvestment Amounts to the Obligations as set forth in Section 2.11(b); provided, howeverthat, that for purposes of notwithstanding the foregoing calculation aboveforegoing, there in no event shall not Parent Borrower be included the value entitled to invest any such Net Asset Sale Proceeds of any assets which were Specified Divestiture pursuant to this Section 2.10(a) and, for the subject avoidance of an doubt, no Net Asset Sale if the Net Proceeds from such of any Specified Divestiture shall constitute Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Reinvestment Amounts.

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $250,000 in the aggregate since the Restatement Date (excluding, and will not permit for the avoidance of doubt, any Subsidiary toproceeds of the Restatement Date Disposition), consummate any Asset Sale, unless, after giving effect the Companies shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, the aggregate value of all Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the Company and its Subsidiaries general type used in the business of the Companies if such assets are purchased or constructed within one hundred eighty (valued at the greater 180) days following receipt of net book value or fair value) that were the subject of an such Net Asset Sale during Proceeds (and so long as any such individual or aggregate investment in the period commencing on the first day amount of the then current Fiscal Year of the Company $250,000 or more has been consented to by Administrative Agent and ending on the date Requisite Lenders) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such proposed Net Asset Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale does Reinvestment Amounts shall be held at all times prior to such reinvestment, in a Controlled Account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not exceed 10% reinvested by the Companies prior to the earliest of Consolidated Total Assets determined as at (i) the last day of such one hundred twenty (120) day period (if a definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the then most recently ended Fiscal Year other provisions of this Agreement), (ii) the last day of such one hundred eighty (180) day period (if a definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject occurrence of an Asset Sale if the Net Proceeds from Event of Default, Administrative Agent may apply such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) Reinvestment Amounts to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Obligations as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.14(b).

Asset Sales. The Company will not, and will not permit No later than the tenth Business Day following the date of receipt by any Subsidiary to, consummate Jefferson Group Member of any Net Cash Proceeds from any Asset Sale, unless, after giving effect the Borrower shall prepay the Term Loans as set forth in Section 2.16(b) in an aggregate amount equal to such proposed Net Cash Proceeds; provided, so long as no Event of Default under Section 7.1(a) or (f) shall have occurred and be continuing at the time such Net Cash Proceeds from Asset SaleSales are received, the aggregate value Borrower shall have the option, directly or through one or more of all its Subsidiaries, to reinvest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Company Borrower and its Subsidiaries (valued at the greater or to use such Net Cash Proceeds to replace assets Disposed of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding in such Asset Sale; provided, however, that for purposes ) or to enter into a binding commitment to acquire such assets within 365 days of the foregoing calculation above, there shall not be included the value receipt thereof so long as such assets are actually acquired within 545 days of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Cash Proceeds; provided further, that any Net Cash Proceeds either (i) not so reinvested shall be applied to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors prepayment of the CompanyTerm Loans as set forth in this Section 2.15(a) at least equal to the end of such reinvestment period; provided further, that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any no such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless Net Cash Proceeds received in connection with such payment of Indebtedness, any Asset Sale and not reinvested pursuant to the availability of credit under such credit facility is permanently reduced by an amount not less than first or second proviso above shall be required to be used to prepay the Term Loans until the aggregate amount of all such proceeds applied to Net Cash Proceeds received and not reinvested during the payment term of this Agreement shall exceed $10,000,000 (the “Asset Sale Threshold Amount”) (and thereafter, only Net Cash Proceeds received and not reinvested in excess of such IndebtednessAsset Sale Threshold Amount shall be required to be used to prepay the Term Loans as set forth in Section 2.16(b)).

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, No later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on third Business Day following the date of such proposed receipt by Borrower or any of its Subsidiaries of any Net Asset Sale does Proceeds, Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.16(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided that (i) so long as no Default or Event of Default shall have occurred and be continuing, (ii) to the extent that the amount of such Net Asset Sale Proceeds is not greater than $75,000,000 and (iii) to the extent that aggregate Net Asset Sale Proceeds from the Effective Date through the applicable date of determination do not exceed 10the lesser of (x) $250,000,000 and (y) 15% of Consolidated Total Assets determined as at of Borrower and its Subsidiaries, Borrower shall have the last day option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within three hundred sixty-five days of receipt thereof in long-term productive assets of the then most recently ended Fiscal Year general type that are used or useful in the business of Borrower and its Subsidiaries, which 365-day period may be extended by an additional 180 days if Borrower shall have provided to Administrative Agent a binding commitment to reinvest such amounts; provided further that the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Net Asset Sale if the Net Proceeds from such Asset Sale are applied received by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, Borrower or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment a Piedmont Disposition shall not be required to be used to prepay the Loans and/or reduce the Revolving Commitments so long as, as of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount date of such proceeds applied to Asset Sale, (i) Atlantic Piedmont Holdings, LLC and Piedmont Green Power, LLC have not become Guarantors hereunder, (ii) no Letters of Credit issued hereunder in support of any obligations of either of Atlantic Piedmont Holdings, LLC or Piedmont Green Power, LLC remain outstanding and (iii) any intercompany debt of, or equity contribution made by Sponsor or its Subsidiaries to, Atlantic Piedmont Holdings, LLC or Piedmont Green Power, LLC following the payment of such Indebtedness)Effective Date has been repaid in full.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate Upon the consummation of any Asset SaleSale by the Parent Borrower or any Subsidiary, unless, within ten (10) Business Days after giving effect the Parent Borrower’s or any of its Subsidiaries’ receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities and release of escrow arrangements)) from any such proposed Asset Sale, the aggregate value of all assets Parent Borrower shall make a mandatory prepayment of the Company Loans and its Subsidiaries (valued at cash collateralize the greater Reimbursement Obligations, subject to the provisions governing the application of net book value or fair value) payments set forth in Section 2.4(d), in an amount equal to the Relevant Prepayment Percentage of such Net Cash Proceeds; provided that were if the subject Parent Borrower shall deliver to the Agent a certificate of an Asset Sale during Authorized Officer to the period commencing on effect that the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if Parent Borrower or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such Asset Sale are applied by the Company event (or a portion thereof specified in such certificate), within 360 270 days after the receipt of such Net Proceeds either Cash Proceeds, to acquire (ior replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to make an investment be used in Additional Assets having a fair market value (as determined in good faith by the Board of Directors business of the Company) at least equal Parent Borrower and/or its Subsidiaries, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness this paragraph in respect of any revolving credit or similar facility providing the Company or Net Cash Proceeds specified in such certificate; provided further that at the end of such 270 day period, a prepayment shall be required in an amount equal to any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount Net Cash Proceeds that have not less than the amount of such proceeds applied to the payment of such Indebtedness)been so applied.

Asset Sales. The Company Neither any Borrower nor any other Obligor shall sell, transfer or otherwise dispose of any Borrowing Base Property (except as the result of a condemnation or casualty and except for the granting of Permitted Liens) unless there shall have been delivered to the Lenders (a) a statement that no Default or Event of Default exists or will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, exist after giving effect to such proposed Asset Salesale, transfer or other disposition, (b) a PRO FORMA Compliance Certificate demonstrating that the REIT and the Borrowers will be in compliance with their covenants referred to therein after giving effect to such sale, transfer or other disposition and the application of the proceeds thereof and (c) the computation of the Borrowing Base Availability after giving effect to such sale, transfer or other disposition and the application of the proceeds thereof. In the event that after giving effect to any sale, transfer or other disposition of Real Estate by the Borrowers or any other Obligor the sum of the outstanding principal amount of the Loans plus the Letter of Credit Exposure shall exceed the Borrowing Base Availability, then the proceeds (net of customary broker fees and other transaction costs and, in the case of assets other than Borrowing Base Properties, net of any debt secured by a lien thereon) of such sale, transfer or disposition shall be applied first to the reduction of the Loans and the cash collateralization of any Letter of Credit Exposure in the order prescribed in Section 3.2 before being applied to any other purposes of the REIT or the Borrowers. In any period of four consecutive fiscal quarters the aggregate value of all assets Capitalized Value of the Company Borrowing Base Property sold, transferred or disposed of by the Borrowers and its Subsidiaries the other Obligors shall not exceed the sum of (valued at i) fifteen percent (15%) of the greater aggregate Capitalized Value of net book value or fair value) that were the subject Borrowing Base Property as of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or period plus (ii) the aggregate Capitalized Value attributable to Borrowing Base Properties acquired after the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount first day of such proceeds applied period. The provisions of this Section 8.9 shall not apply to or restrict the payment transfer of such Indebtedness)a Borrowing Base Property from a Borrower or from any other Wholly Owned Subsidiary which is a Subsidiary of a Borrower to a Borrower or to a Wholly Owned Subsidiary which is a Subsidiary of a Borrower.

Asset Sales. The Company will not, and will not permit No later than three (3) Business Days following the date of receipt by the Borrower or any Subsidiary to, consummate of its Subsidiaries of any Net Cash Proceeds in respect of any Asset SaleSale (other than Asset Sales permitted by Section 6.08(g) or (h)), unless, after giving effect the Borrower shall (A) prepay Loans in an aggregate amount equal to such proposed Asset SaleNet Cash Proceeds and (B) at the Borrower’s option, permanently prepay outstanding Indebtedness outstanding at the time of any such prepayment, including any Refinancing Notes (other than the Loans) or Incremental Equivalent Debt, that is secured on a pari passu basis with the Loans (the “Other Applicable Indebtedness”); provided that (i) so long as no Event of Default shall have occurred and be Continuing at the time of receipt of such proceeds and (ii) upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries, the aggregate value Borrower shall have the option to invest such Net Cash Proceeds within two hundred seventy (270) days of all receipt thereof in assets of the Company general type used in the business of the Borrower and its Subsidiaries (valued at provided that if, prior to the greater expiration of net book value such two hundred seventy (270) day period, the Borrower, directly or fair value) that were through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the subject expiration of an Asset Sale during the additional ninety (90) day period, such two hundred seventy (270) day period commencing on the first day of the then current Fiscal Year of the Company and ending on shall be extended to the date of provided for such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding investment in such Asset Salebinding agreement); provided, however, further that for purposes any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to the extent (and not in excess of) that a mandatory prepayment in respect of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied by to prepay outstanding Loans in accordance with the Company within 360 days after terms hereof) unless such application would result in the receipt holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds either (i) relative to make an investment Term Lenders, in Additional Assets having which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary pro rata basis with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)outstanding Loans.

Asset Sales. The Company will notSell, and will not permit transfer, convey, assign, issue or otherwise dispose any Subsidiary toof its assets or properties (including its accounts or any shares of its Stock) or engage in any sale-leaseback, consummate any Asset Salesynthetic lease or similar transaction, unless, after giving effect to such proposed Asset Sale, including without limitation the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value Collateral or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleLoan proceeds; provided, however, that (i) any Grantor may transfer any of its Collateral to any other Grantor provided such Collateral remains subject to the Liens of Agent under this Agreement to secure the Obligations, (ii) any Grantor may sell inventory to its customers in the ordinary course of business, (iii) any Grantor may sell for fair market value assets or properties so long as the following conditions are met: (1) the aggregate fair market value, of all such asset sales do not exceed $200,000 in any Fiscal Year, (2) immediately prior to and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (3) if required, the Borrower has applied any Net Cash Proceeds arising therefrom pursuant to Section 1.2(c) and (4) the consideration received for such sale, transfer, lease, contribution or conveyance is received in cash; (iv) Holdings and Xxxxxx shall wind-up the affairs of and dissolve Xxxxxx Mexico as required by Section 3.36 and transfer any remaining assets to the Credit Parties, (v) Holdings shall wind-up the affairs of and dissolve Xxxxxx as required by Section 3.36 and transfer any remaining assets to the Credit Parties, (vi) Holdings may wind-up the affairs of and dissolve any Inactive Subsidiary, provided that any assets of such Person shall be transferred to a Credit Party that continues to exist after the winding-up and/or dissolution of such Person, (vii) any Credit Party may use proceeds of the Loans for purposes permitted under this Agreement, (viii) any Grantor may dispose of obsolete, worn out or surplus property, whether new owned or hereafter acquired, in the ordinary course of business and property no longer used or useful in the conduct of such Grantor, (ix) any Grantor may dispose of immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or be abandoned in the ordinary course of business), (x) any Grantor may dispose of any property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (B) the proceeds of such disposition are promptly applied to the purchase price of replacement property (which replacement property is promptly purchased), (xi) any Grantor may dispose of any property to the extent expressly permitted by Section 5.3, 5.5, 5.7 or 5.19 and the granting of Liens expressly permitted by Section 5.2, (xii) any Grantor may dispose of cash and Cash Equivalents in the ordinary course of business, (xiii) any Grantor may unwind any Hedging Agreement in accordance with its terms to the extent such Hedging Agreement is (or was) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of the foregoing calculation abovespeculation or taking a “market view”, there shall not be included the value and (xiii) any Grantor may dispose of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless property in connection with such payment a Casualty Event, provided that the Net Cash Proceeds thereof shall be applied in accordance with the requirements of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 1.2(c).. ​

Asset Sales. The Company will notReduction Event" shall include the following (each, a "Reduction Event Asset Sale"): any sale, lease or other disposition (including without limitation (x) any such transaction effected by way of merger or consolidation, and will (y) any sale-leaseback transaction whether or not permit involving a capitalized lease) by the Borrower or any of its Subsidiaries of any property (including without limitation any capital stock or other equity interest held by the Borrower or such Subsidiary), but excluding (A) any disposition to the Borrower or to a Subsidiary toof the Borrower, consummate (B) any sale, transfer or other disposition in the ordinary course of business of inventory or of obsolete equipment or equipment which has been replaced by upgraded equipment (it being understood that dispositions of equipment which has become redundant as a result of the Acquisition or any other acquisition of a business shall not be deemed to be in the ordinary course), (C) any sale, lease or other disposition (or series of related sales, leases or other dispositions), other than an Asset Sale, unless, after giving effect to such proposed Asset SaleSecuritization Transfer, the aggregate value Net Proceeds of all assets which do not exceed $5,000,000, (D) any leases of tangible personal property entered into in the ordinary course of business, (E) any sale, transfer or other disposition of temporary cash investments in the ordinary course of business, (F) any sale, transfer or other disposition of any property (other than an Asset Securitization Transfer) if the Borrower notifies the Administrative Agent promptly after the receipt of the Company Net Proceeds thereof that such proceeds will be used by the Borrower and its Subsidiaries to purchase similar properties within twelve months after the date of such notice, but only to the extent such proceeds are actually so used, (valued G) any sale, transfer or other disposition of any Margin Stock for fair value on or before the Merger Date (provided, that if the proceeds thereof are not applied to the Loan Obligations, they will be held as cash or cash equivalent investments), (H) any disposition in a Reduction Event described in Section 2.07(b)(iii), (I) any leases or subleases of unoccupied space, (J) any factoring of trade receivables originated by a Foreign Subsidiary; provided, that the aggregate amount of all transactions described in this clause (J) from and after the date hereof shall not exceed $25,000,000 (or the equivalent in any currency at any time), and (K) any Asset Securitization Transfer representing the greater reinvestment of net book value cash collections from accounts or fair value) that were notes receivable or interests therein which have been previously the subject of an Asset Sale during Securitization Transfer, but only to the period commencing on extent of such reinvestment of cash collections. The "Reduction Event Application Amount" corresponding to the first day foregoing Reduction Event shall be 100% of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of Net Proceeds thereof. The "Reduction Event Date" corresponding to the foregoing calculation above, there Reduction Event shall not be included five Business Days after the value of any assets which were the subject of an Asset Sale if the Borrower or its Subsidiaries receives Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)event.

Asset Sales. The Company will notConcurrently with the consummation of any Asset Sale after the date hereof (after obtaining any necessary consent of the Required Holders, to the extent such Asset Sale is not permitted under Section 6.06), and will promptly but in any event not permit later than the third Business Day following the receipt by the Issuer or any Restricted Subsidiary of any Net Available Proceeds of such Asset Sale received after such consummation, the Commitments shall be subject to automatic reduction or the Issuer shall redeem the Notes, as applicable, in an aggregate amount equal to the Net Available Proceeds of such Asset Sale; PROVIDED that no reduction of Commitments or redemption of Notes shall be required pursuant to this clause (i) with respect to an amount equal to 100% (50% for any such Asset Sale that occurs prior to the demonstration by the Issuer of compliance with the provisions of Section 6.13 as at the end of and for the fiscal quarter ending March 31, 2003) of the Net Available Proceeds (such percentage of such Net Available Proceeds being herein called the "APPLICABLE NET AVAILABLE PROCEEDS") of any Asset Sale to the extent such Applicable Net Available Proceeds are reinvested in NOTE AND GUARANTEE AGREEMENT Telecommunications Assets to be acquired by the Issuer or an Obligor (but not by any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets an Obligor that is not an Obligor) within 360 days of the Company and its Subsidiaries date of such Asset Sale (valued at and, pending such reinvestment, such Applicable Net Available Proceeds to the greater of net book value or fair value) that were the subject extent arising out of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness).Obligor are either

Asset Sales. The Company will notFor so long as any amounts in respect of the Term Loans are outstanding, and will not permit later than five Banking Days following the receipt of any Subsidiary to, consummate Net Cash Pro- Table of Contents ceeds from any Asset Sale, unlessthe Company shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments of the Term Loans; provided that no such prepayment shall be required with respect to (a) any Asset Sale permitted by Section 6.11.1 (other than clauses (b) and (c) thereof), after giving effect (b) the disposition of assets subject to such proposed a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event or (c) any Net Cash Proceeds from Asset SaleSales permitted under clause (b) or (c) of Section 6.11.1, so long as no Default or Event of Default shall then exist or would arise therefrom and the aggregate value Net Cash Proceeds of all assets of such Asset Sales consummated on and after the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does Closing Date do not exceed 10% of the Consolidated Total Net Tangible Assets determined as at of such Fifth Banking Day and, in the last day case of the then most recently ended Fiscal Year any Asset Sale yielding Net Cash Proceeds in excess of $500,000, the Company preceding shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such fifth Banking Day stating that such Net Cash Proceeds shall be used to purchase replacement assets no later than 180 days following the date of such Asset Sale; provided, however, provided that for purposes of if the foregoing calculation above, there shall not be included the value of any assets which were property that was the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by constituted Collateral, then all property purchased with the Company Net Cash Proceeds thereof pursuant to this paragraph shall be made subject to the Lien of the applicable Security Document(s) in favor of the Collateral Agent, for its benefit and the benfit of the Secured Parties thereunder; provided further that if such purchase is not consummated within 360 days after the receipt such 180-day period, 100% of such Net Cash Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds shall immediately be applied to the payment of such Indebtedness)prepay Term Loans.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, (i)No later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on [***] following the date of such proposed receipt by any Loan Party of any Net Proceeds from Asset Sales (other than any Asset Sale does not exceed 10% described in clauses (ii) (solely with respect to the GRAVETO Royalty Transaction), (iv), (v), (vi), (vii), (viii), (x) or (xi) of Consolidated Total Assets determined Section 6.9(b)) in excess of [***], Company shall, subject to Section 2.11(b), prepay the Term Loans as at the last day set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of the then most recently ended Fiscal Year of the Company preceding such Asset Sale[***]; provided, however, that for purposes of the foregoing calculation above, there such prepayment shall not be included required so long as (i) no Event of Default shall have occurred and be continuing and (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the value “Reinvestment Amounts”) to research, develop, Commercialize or purchase other assets or Products used or useful in the business of any assets which were the subject of an Asset Sale if Loan Parties. including capital expenditures, research and development and Permitted Acquisitions, (iii) the Net Proceeds from Loan Parties complete such Asset Sale are applied by the Company reinvestment or purchase within 360 days [***] after the initial receipt of such monies, the Loan Parties shall have the option to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties; provided, that if any such Net Proceeds either (i) are no longer intended to make be or cannot be so reinvested during the applicable [***] period, and subject to Section 2.11(b), an investment in Additional Assets having a fair market value (as determined in good faith by amount equal to any such Net Proceeds shall be applied within [***] after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the Board of Directors prepayment of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Term Loans as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.11(a).

Asset Sales. The No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in excess of $2,000,000 from the Closing Date through the applicable date of determination, the Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect shall 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 such proposed amount of Net Asset SaleSale Proceeds in excess of $2,000,000 from the Closing Date; provided, so long as no Default or Event of Default shall have occurred and be continuing, the aggregate value Company shall have the option, directly or through one or more of all its Subsidiaries, to invest Net Asset Sale Proceeds within three hundred-sixty (360) days of receipt thereof in long-term productive assets of the general type used in the business of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Subsidiaries; provided further, pending any such investment all such Net Asset Sale during Proceeds shall be applied to prepay Revolving Loans to the period commencing on extent outstanding (without a reduction in Revolving Commitments). Notwithstanding anything to the first day contrary herein, (i) in the event of the then current Fiscal Year sale of Chicago Real Property, the Company and ending on the date of such proposed Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there Proceeds thereof shall not be included subject to this Section 2.14(a) to the value extent that such proceeds are used to consummate Permitted Acquisitions pursuant to Section 6.9(e) or for plant relocation purposes (moving, facility improvement and related expenses) without time limit, provided, that, within CREDIT AND GUARANTY AGREEMENT EXECUTION 180 days of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) proceeds, the Company shall deliver to make an investment in Additional Assets having the Administrative Agent a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or certificate setting forth a schedule and estimated costs for such plant relocation and (ii) in the event of the sale of the Xxxx Fitness Business Unit, the Net Asset Sale Proceeds thereof shall not be subject to this Section 2.14(a) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of extent that such proceeds applied are used to the payment of such Indebtednessconsummate Permitted Acquisitions pursuant to Section 6.9(e).

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by Parent, and will not permit the Borrower or any Subsidiary to, consummate of their respective Subsidiaries of any Net Cash Proceeds in excess of $1,000,000 in respect of any Asset SaleSale (other than Asset Sales permitted by Section 6.08 (h), unless(i) or (k)), after giving effect the Borrower shall give written notice to the Administrative Agent of such Asset Sale and prepay the Loans in an aggregate amount equal to such proposed 100% of the amount of such Net Cash Proceeds in respect of such Asset SaleSale no later than the fourth Business Day following the date of receipt of such Net Cash Proceeds; provided that (i) so long as no Event of Default shall have occurred and be Continuing at the time of receipt of such proceeds and (ii) upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries, the aggregate value Borrower shall have the option to invest such Net Cash Proceeds within two hundred seventy (270) days of all receipt thereof in assets of the Company general type owned by or used in the business of the Borrower and its Subsidiaries (valued at provided that if, prior to the greater expiration of net book value such two hundred seventy (270) day period, the Borrower, directly or fair value) that were through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the subject expiration of an Asset Sale during the additional ninety (90) day period, such two hundred seventy (270) day period commencing on the first day of the then current Fiscal Year of the Company and ending on shall be extended to the date of provided for such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value such binding agreement). Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (as determined in good faith confirmed by the Board of Directors of the Companyfacsimile) at least equal two Business Days prior to that the prepayment date, to decline all or any portion of any prepayment of its Loans pursuant to this Section 2.11(b), in which case the aggregate amount of the assets prepayment that would have been applied to prepay Loans but was so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing declined shall be retained by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Borrower.

Asset Sales. The Company will not, and will not permit Following the receipt of any Subsidiary to, consummate Net Cash Proceeds of any Asset SaleSale after the Closing Date, unless(x) at the option of the Borrower pursuant to a written notice of reinvestment delivered to the Administrative Agent, after giving effect the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds; provided that (1) if the assets subject to such proposed Asset SaleSale constituted Term Priority Collateral, such reinvestment may not be made in assets other than non-current assets constituting Term Priority Collateral (2) if an Event of Default shall have occurred and be continuing, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there Borrower shall not be included permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the value Borrower entered into at a time when no Event of any Default existed or was continuing), and (3) if the assets which were the subject of an to such Asset Sale if constituted Xxxxxxxx Collateral, such reinvestment may only be in assets constituting Xxxxxxxx Collateral and ((y) other than the Net Cash Proceeds of ABL Priority Collateral, to the extent applied as required by the ABL Credit Agreement or the Intercreditor Agreement, or to repay obligations under the ABL Credit Agreement (provided that Net Cash Proceeds of ABL Priority Collateral other than Inventory shall be subject to this clause (y) to the extent not prohibited under the ABL Credit Agreement), (A) any Net Cash Proceeds not reinvested shall be applied to the prepayment of the Loans on a ratable basis within five (5) Business Days, and (B) any remaining Net Cash Proceeds from such Asset Sale are applied by on the Company within 360 days after the receipt last day of such Net Proceeds either (i) to make an investment 90-day period specified in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than clause (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds shall be applied to the payment prepayment of the Loans on a ratable basis. Notwithstanding the foregoing, no such prepayment shall be required under this Section 2.03(b) with respect to (A) Extraordinary Receipts; and (B) Net Cash Proceeds from an Asset Sale by (1) a Foreign Subsidiary of the Borrower except to the extent that any such proceeds are repatriated to the United States (such amount to be net of an amount equal to the additional taxes of Holdings, the Borrower or its Subsidiaries that would be payable or reserved against as a result of such Indebtednessrepatriation, as reasonably determined by the Borrower in consultation with the Administrative Agent), which the Loan Parties will use commercially reasonable efforts to cause to occur as soon as possible without causing adverse tax consequences or (2) Xxxxxxxx International LLC unless and to the extent that such proceeds are dividended, loaned or otherwise transferred to a Loan Party.

Asset Sales. The Company will notNo later than the fifth Business Day following the date of receipt by Borrower or any of its domestic Subsidiaries of any Net Asset Sale Proceeds (or on the 180th or 271st day, and will not permit any Subsidiary toas the case may be, consummate any Asset Saleif the first proviso hereto applies), unlessBorrower shall prepay, after giving effect subject to the provisions of Section 2.04(c) below, the Term Loans in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided that, the aggregate value so long as no Event of all Default shall have occurred and be continuing, Borrower need not so apply such Net Asset Sale Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits to invest such Net Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Asset Sale Proceeds within two hundred seventy (270) days of receipt thereof in assets of the Company general type used in the business of Borrower and its Subsidiaries (valued at the greater including acquisitions of net book value assets by way of stock purchase, merger or fair value) that were the subject acquisition of an assets of a company or business unit in compliance with Section 7.08); provided, further, pending any such investment all such Net Asset Sale during Proceeds shall be (x) applied to prepay Revolving Loans to the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such proposed Revolving Commitments in an amount equal to such Net Asset Sale does Proceeds being reserved and only available for (A) investment thereof in the replacement assets anticipated in this Section 2.04(b)(ii) or (B) after the 180th or 271st day, as the case may be, of receipt thereof, prepayment of Loans as required hereunder (in which case the requirements of Section 4.02(b) shall not exceed 10% of Consolidated Total Assets determined as at apply with respect to such amount)) on the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (icurrent Interest Period(s) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed ofthereof, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness invested in respect Cash or Cash Equivalents and deposited in a segregated account of any revolving credit or similar facility providing the Company or any Borrower and held therein until such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless as such Net Asset Sale Proceeds are applied in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.

Asset Sales. The Company will notIn addition to any other mandatory prepayments and offers of prepayments pursuant to this Section 5.01, and will not permit on each date after the Funding Date upon which Holdings or any Subsidiary to, consummate of its Subsidiaries receives any cash proceeds from any Asset Sale, unlessother than an Excluded Asset Disposition, after giving effect an amount equal to such proposed Asset Sale, the aggregate value Note Facility Mandatory Prepayment Amount of all assets 100% of the Company Net Sale Proceeds therefrom (1) automatically applied as a mandatory prepayment in accordance with the requirements of Section 5.01(j) if a Mandatory Payment Condition is in effect, and its Subsidiaries (valued at 2) otherwise offered to the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day Holders for prepayment of the then current Fiscal Year Senior Notes if a Mandatory Payment Condition is not in effect, and if such offer is accepted in accordance with Section 5.01(i) below, such amount shall be applied as a mandatory prepayment in accordance with the requirements of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset SaleSection 5.01(j); provided, however, that if such proceeds do not include proceeds of any Disposition of any Xxxxxxx Vessel or Fishing Rights appurtenant thereto, and if (x) there exists an Interest Deferral Period, but no Default or Event of Default then exists and the gross proceeds of such Asset Sales do not exceed in the aggregate (including amounts incurred under clause (y) hereof but excluding any amounts incurred under clause (z) of this subsection) for purposes any fiscal year $5,000,000, or (y) no Interest Deferral Period, Default or Event of Default is then in effect and such gross proceeds do not in the foregoing calculation aboveaggregate exceed (including amounts incurred under clause (x) hereof but excluding any amounts incurred under clause (z) of this subsection) $20,000,000 in respect of all amounts occurring during any fiscal year, there or (z) no Default or Event of Default then exists and such proceeds are received from a Sale-Leaseback Transaction and do not exceed the Sale Leaseback Limit; then such Net Sale Proceeds shall not be included required to be so applied to the value extent that the Company has delivered to the Holders a Notice of any assets which were the subject of an Asset Sale if stating that such Net Sale Proceeds shall be used to acquire productive tangible assets (or Fishing Rights) of comparable monetary value to be engaged in the Net Proceeds from such Asset Sale are applied by Business within 270 days following the Company within 360 days after date of the receipt of such Net Sale Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by which Notice shall set forth the Board of Directors estimates of the Company) at least equal Net Sale Proceeds to be so expended), and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 270 days after the date of the assets so disposed ofreceipt of such Net Sale Proceeds (or such earlier date, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing if any, as the Company or any the relevant Subsidiary determines not to reinvest the Net Sale Proceeds as set forth above), such Subsidiary with remaining portion shall be applied on the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount last day of such proceeds applied period (or such earlier date, as the case may be) as provided above in this Section 5.01(c) without regard to the payment preceding proviso. All replacement assets shall, in accordance with Section 8.12, promptly become subject to the perfected, first priority Senior Creditor Liens, to the extent the assets subject to such Asset Sale were required pursuant to the terms of the Senior Note Documents to be subject to such Indebtedness)Liens.

Asset Sales. The Company will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, consummate any Asset Sale, unless, after giving effect unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to such proposed Asset Sale, the aggregate fair market value of all the assets sold or disposed of and (ii) at least 80% of the consideration received consists of cash or Temporary Cash Investments, provided that the amount of any Senior Indebtedness or Restricted Subsidiary Indebtedness (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or notes thereto) of the Company or such Restricted Subsidiary which is assumed by the transferee as a credit against the purchase price shall be deemed to be cash to the extent of the amount so credited. In the event and to the extent that the Net Cash Proceeds received by the Company or its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed the greater of $1 million or 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been prepared), then the Company shall or shall cause the relevant Restricted Subsidiary to (valued at i) within six months after the date Net Cash Proceeds so received exceed the greater of net book value $1 million or fair value10% of Adjusted Consolidated Net Tangible Assets (A) that were apply, or resolve by Board of Directors resolutions to apply no later than one year after the subject consummation of such Asset Sale, an Asset Sale during the period commencing on the first day amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the then current Fiscal Year Company, or any indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within six months after the date of such agreement), in property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and ending its Restricted Subsidiaries existing on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the CompanyDirectors, whose determination shall be conclusive and evidenced by a Board Resolution) at least equal to that of the assets so disposed of, or and (ii) apply (no later than the end of the six-month period referred to in clause (i)) such excess Net Cash Proceeds (to the repayment or prepayment extent not applied pursuant to clause (i)) as provided in the following paragraph of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the this Section 5.10. The amount of such proceeds excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such six-month or 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 5.10 totals at least $3 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders of the Securities on a pro rata basis an aggregate principal amount of Securities equal to the payment Excess Proceeds on such date, at a purchase price equal to 100% of such Indebtedness)the Accreted Value of the Securities, plus, in each case, accrued interest (if any) to the date of purchase.

Asset Sales. The Company will not, and will not permit Not later than the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary to, consummate of any Net Proceeds in respect of any Asset Sale, unlessthe Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that the Borrower may, after giving effect prior to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% the required prepayment, deliver to the Administrative Agent a certificate of Consolidated Total Assets determined as at the last day an Authorized Officer of the then most recently ended Fiscal Year Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in non-current assets useful in the business of the Company preceding such Asset Sale; providedBorrower and the Restricted Subsidiaries or to be applied to consummate an Acquisition permitted hereunder, howeverin each case, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 365 days after the receipt of such Net Proceeds either (i) Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make an investment such prepayment to the extent of the amount set forth in Additional Assets having a fair market value (as determined in good faith such certificate; provided further that any such Net Proceeds that are not so reinvested or applied by the Board end of Directors such period (or within a period of the Company) at least equal to that of the assets so disposed of180 days thereafter, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing if by the Company to any end of its Subsidiaries such initial 365day period the Borrower or any Affiliate and (yRestricted Subsidiary shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition) Indebtedness shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any revolving credit Asset Sale that would otherwise be required pursuant to this Section 2.13(a) to be applied to prepay the Term Borrowings to prepay, repurchase or similar facility providing the Company redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Subsidiary Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Asset Sale (with the right amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to obtain loans or other extensions this Section 2.13(a) being reduced accordingly), provided that (i) such portion shall not exceed the product of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than (A) the amount of such proceeds Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, in each case at the time of occurrence of such Asset Sale, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the payment of such Indebtedness)Term Borrowings.

Asset Sales. The Company Borrower will not, and will not permit any Subsidiary other Loan Party to, consummate sell, transfer, lease or otherwise dispose of any Asset Saleasset, unlessincluding any Equity Interest owned by it, after giving effect to such proposed Asset Sale, nor will the aggregate value Borrower permit any of all assets of the Company and its Subsidiaries (valued at to issue any additional Equity Interest in such Subsidiary, except: sales of inventory, used or surplus equipment and Permitted Investments in the greater ordinary course of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company business; sales, transfers and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied dispositions by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company Borrower to any of its Subsidiaries or by any Affiliate Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower; any other sales, transfers and (y) Indebtedness in respect dispositions of any revolving credit Scheduled Properties or similar facility providing Excluded Properties (other than Store Number 25 in Corpus Christi, Texas) so long as the Company Net Proceeds attributable thereto are applied as required by Section 2.09 hereof; any other sales, transfers and dispositions of any properties (other than Scheduled Properties and Excluded Properties) (other than Store Number 25 in Corpus Christi, Texas) so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 of the Revolving Credit Facility; provided, however, that, as a condition precedent to any such sale, transfer or other disposition, Borrower shall deliver to Administrative Agent evidence reasonably acceptable to Administrative Agent and the Required Lenders that the proceeds of such sale, transfer or other disposition shall be equal to or greater than ninety percent (90%) of the appraised value for the applicable property set forth on Schedule 6.05 hereto; a sale of the Corporate Headquarters; and other sales by the Borrower or any of its Subsidiaries which do not exceed $5,000,000 in any applicable fiscal year or $10,000,000 in the aggregate from and after the Effective Date; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made to unaffiliated third parties for fair value and, except for sellers' notes not exceeding twenty percent (20%) of the sales price and which constitute investments permitted under Section 6.04 hereof, solely for cash consideration. Sale and Leaseback Transactions. Except as permitted under the provisions of Sections 6.05 and 6.14, the Borrower will not, and will not permit any other Loan Party to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such Subsidiary with the right to obtain loans property or other extensions of credit from time property that it intends to time, unless in connection with such payment of Indebtedness, use for substantially the availability of credit under such credit facility is permanently reduced by an amount not less than same purpose or purposes as the amount of such proceeds applied to the payment of such Indebtedness)property sold or transferred.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, (xv)No later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on fifth Business Day following the date of such proposed receipt by any Loan Party of any Net Proceeds from Asset Sales (other than any Asset Sale does not exceed 10% described in clauses (i), (iv), (v), (vi), (vii), (viii), (x) (solely with respect to Net Proceeds received by BHVN Asia from the sale of Consolidated Total Assets determined its interests in BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries, and for the avoidance of doubt excluding Net Proceeds retained by BHVN Asia, BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries from the issuance of newly issued Capital Stock), (xi) or (xiii) of - 52 - US-DOCS\116826573.25 Section 6.9(b)) in excess of, Borrowers shall, subject to Section 2.11(b), prepay the Term Loans as at the last day of the then most recently ended Fiscal Year of the Company preceding set forth in Section 2.11(a) in an aggregate amount equal to such Asset SaleNet Proceeds in excess of; provided, however, that for purposes of the foregoing calculation above, there such prepayment shall not be included required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the value “Reinvestment Amounts”) to reinvest in or to the costs of any purchase of other assets used or useful in the business of the Loan Parties including capital expenditures, (iii) the monies are held in a Deposit Account in which were Administrative Agent has a perfected first-priority security interest, and (iv) the subject of an Asset Sale if the Net Proceeds from Loan Parties complete such Asset Sale are applied by the Company reinvestment or purchase within 360 365 days after the initial receipt of such monies, the Loan Parties shall have the option to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties; provided, that if any such Net Proceeds either are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (i5) Business Days after the Company reasonably determines that such Net Proceeds are no longer intended to make an investment in Additional Assets having a fair market value (as determined in good faith by be or cannot be so reinvested to the Board of Directors prepayment of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness Term Loans as set forth in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such IndebtednessSection 2.11(a).

Asset Sales. The Company will notCompanies may from time to time sell in one transaction or a series of transactions Oil and Gas Properties included in the Borrowing Base, provided that (i) no Default shall have occurred and be continuing either prior thereto or after giving effect thereto, and (ii) each sale shall be an arms-length transaction pursuant to which the respective Companies receive full and fair consideration for the Oil and Gas Properties sold. If the Companies sell or intend to sell Oil and Gas Properties included in the Borrowing Base in one or more transactions having a fair market value in the aggregate greater than $500,000 (the "Threshold Amount") during the period from the date of any Borrowing Base determination until the next Borrowing Base determination, then the Borrower shall give the Agent at least 10 Business Days prior written notice of each such sale (a "Notice of Sale"). Each Notice of Sale shall specify the date of the sale (the "Date of Sale"), the Oil and Gas Properties that will not permit remain in the Borrowing Base after giving effect to such sale, and the terms of such sale. The Required Banks may, at their discretion, redetermine the Borrowing Base after giving effect to the sale or sales in question in accordance with the standards specified in this Section 2.19. The Borrower shall provide the Agent with such information as may be reasonably requested by the Required Banks to redetermine the Borrowing Base. The Agent shall notify the Borrower of the amount of the Borrowing Base as redetermined pursuant to this Section 2.19(c) within 30 Business Days after the Agent's receipt of a Notice of Sale and any Subsidiary to, consummate information required by the Required Banks to make the redetermination. If on any Asset Sale, unlessDate of Sale the Outstanding Credit will, after giving effect to such proposed Asset Salesale, exceed the Availability, the aggregate value Borrower shall on the Date of all assets Sale either (a) prepay the Loans in the amount by which the Outstanding Credit, after giving effect to such sale, exceeds the Availability, by application of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date proceeds of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at sale or otherwise; or (b) grant or cause to be granted to the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedAgent a perfected, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the first priority Lien (subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (ito Permitted Liens) to make an investment in Additional Assets on additional Oil and Gas Properties containing Proven Reserves having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) satisfactory to the repayment or prepayment of unsubordinated Indebtedness of Required Banks in their sole discretion such that the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced Borrowing Base will be increased by an amount not less than equal to the amount by which the Outstanding Credit, after giving effect to such sale, exceeds the Availability. If a sale of Oil and Gas Properties occurs at any time when the Outstanding Credit exceeds the Availability, up to 100% of the net proceeds of such proceeds sale will be applied as necessary to pay the payment of such Indebtedness)Excess Amount.

Asset Sales. The Company will not, and will not permit No later than the fifth (5/th/) Business Day ----------- following the date of receipt by ChipPAC or any Subsidiary to, consummate of its Subsidiaries of Cash Proceeds of any Asset Sale, unlessCompany shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to the Net Cash Proceeds received with respect thereto; provided that, if ChipPAC -------- shall have delivered a Reinvestment Notice to the Administrative Agent no later than the fifth (5/th/) Business Day following the consummation of such Asset Sale, Company shall not be required to make any prepayment with the proceeds of such Asset Sale to the extent that any of such proceeds are reinvested (or as to which a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds; provided further that the aggregate -------- ------- amount of Net Cash Proceeds that may be reinvested pursuant to the immediately preceding proviso shall not exceed $15,000,000 in any Fiscal Year (or $30,000,000 in any Fiscal Year at any time the Leverage Ratio, determined on a Pro Forma Basis after giving effect to such proposed Asset Sale, is less than 3.50:1.00); and provided still further -------- ----- ------- that, on each Reinvestment Prepayment Date, an amount equal to the aggregate value Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced). Concurrently with any prepayment of all assets Loans (and/or any reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(a), ChipPAC shall deliver to the Administrative Agent an Officer's Certificate demonstrating in detail reasonably satisfactory to the Administrative Agent the derivation of the Company and its Subsidiaries (valued at Net Cash Proceeds of the greater of net book value or fair value) that were the subject of an correlative Asset Sale during from the period commencing on gross sales price thereof. In addition, in the first day event that ChipPAC shall, at any time after receipt of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value proceeds of any assets which were Reinvestment Event requiring a prepayment (and/or a reduction in the subject of an Asset Sale if Revolving Loan Commitments) pursuant to this subsection 2.4B(iii)(a), determine that the Net Proceeds from such Asset Sale are applied by prepayments (and/or a reduction in the Company within 360 days after the receipt of such Net Proceeds either (iRevolving Loan Commitments) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness previously made in respect of any revolving credit or similar facility providing such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company or any such Subsidiary with shall promptly cause to be made an additional prepayment of the right to obtain loans or other extensions of credit from time to time, unless Loans (and/or reduction in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by Revolving Loan Commitments) in an amount not less than equal to the amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such deficit. If Company is otherwise required to apply any portion of Net Cash Proceeds to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall cause such Net Cash Proceeds to be applied to the payment prepayment of such Indebtedness)the Loans so as to eliminate or minimize any obligation to be applied to prepay the Subordinated Debt.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, (i) No later than the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on fifth Business Day following the date of such proposed receipt by any Loan Party of any Net Proceeds from Asset Sales (other than any Asset Sale does not exceed 10% described in clauses (i), (iv), (v), (vi), (vii), (viii), (x) (solely with respect to Net Proceeds received by BHVN Asia from the sale of Consolidated Total Assets determined its interests in BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries, and for the avoidance of doubt excluding Net Proceeds retained by BHVN Asia, BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries from the issuance of newly issued Capital Stock), (xi) or (xiii) of Section 6.9(b)) in excess of [***], Borrowers shall, subject to Section 2.11(b), prepay the Term Loans as at the last day set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of the then most recently ended Fiscal Year of the Company preceding such Asset Sale[***]; provided, however, that for purposes of the foregoing calculation above, there such prepayment shall not be included required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the value “Reinvestment Amounts”) to reinvest in or to the costs of any purchase of other assets used or useful in the business of the Loan Parties including capital expenditures, (iii) the monies are held in a Deposit Account in which were Administrative Agent has a perfected first-priority security interest, and (iv) the subject of an Asset Sale if the Net Proceeds from Loan Parties complete such Asset Sale are applied by the Company reinvestment or purchase within 360 365 days after the initial receipt of such monies, the Loan Parties shall have the option to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties; provided, that if any such Net Proceeds either are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (i5) Business Days after the Company reasonably determines that such Net Proceeds are no longer intended to make an investment in Additional Assets having a fair market value (as determined in good faith by be or cannot be so reinvested to the Board of Directors prepayment of the CompanyTerm Loans as set forth in Section 2.11(a). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness).240.24b-2

Asset Sales. The Company will not, and will not permit No later than the first Business Day following the date of receipt by Holdings or any Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale, unlessSale Proceeds of Term Priority Collateral (or, after giving effect the Discharge of ABL Obligations, Net Asset Sale Proceeds of any Collateral), the Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to such proposed Net Asset SaleSale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing on or as of such first Business Day, the aggregate value Company shall have the option (exercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of all its Subsidiaries, to invest Net Asset Sale Proceeds in long-term productive assets of the general type used in the business of the Company and its Subsidiaries (valued at the greater Subsidiaries, to make capital expenditures in connection with improvement of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year capital assets of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or to make any Affiliate Permitted Acquisition or any Investment permitted pursuant to Section 6.7, in each case within 365 days of receipt thereof (or, if Holdings or the applicable Subsidiary of Holdings has contractually committed within 365 days of receipt thereof to so invest or apply such Net Asset Sale Proceeds, the within the later of 365 days after receipt of such Net Asset Sale Proceeds and 180 days after entering into such contractual commitment) (it being expressly agreed that any Net Asset Sale Proceeds not so invested or applied 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 or applied shall equal or exceed $5,000,000 in the aggregate, an amount equal to all such Net Asset Sale Proceeds shall be deposited by the 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 the Company upon delivery to Administrative Agent of a certificate of an officer of the Company certifying that such funds shall, upon release of such funds, be applied in accordance this Section 2.13(a) and (y) Indebtedness to the extent such amounts are not applied in respect 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 immediately 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 be applied as set forth in Sections 2.14(b) and 2.14(d). In the event that prior to the Discharge of any revolving credit or similar facility providing the ABL Obligations Holdings, the Company or any such its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a Subsidiary with the right to obtain loans or other extensions is a sale of credit from time to timea division or line of business, unless in connection with such payment then, for purposes of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than determining the amount of such any prepayment required to be made or offered hereunder, a portion of the proceeds applied to the payment of such Indebtedness)Asset Sale in an amount equal to (i) the net book value of all accounts receivable included in such 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 give rise to a prepayment hereunder.

Asset Sales. The Company will notIn addition to any other mandatory repayments pursuant to this Section 5.2, and will not permit on each date on or after the Closing Date upon which the Borrower or any Subsidiary to, consummate of its Subsidiaries receives any cash proceeds from any Asset Sale, unlessan amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 5.2(g) and (h); provided that with respect to no more than $5,000,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, after giving effect the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such proposed Asset Saledate stating that such Net Sale Proceeds shall be used to purchase assets used or 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 aggregate value of all assets purchase of the Company and its Subsidiaries (valued at the greater of net book value assets or fair value) that were the subject of an Asset Sale during the period commencing on the first day 100% of the then current Fiscal Year capital stock of the Company and ending on a Person engaged in such businesses) within 180 days following the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at (which certificate shall set forth the last day estimates of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedproceeds to be so expended), howeverand provided further, that for purposes if all or any portion of such Net Sale Proceeds not required to be applied to the foregoing calculation aboverepayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, there shall if any, as the Borrower determines not be included the value of any assets which were the subject of an Asset Sale if to reinvest the Net Sale Proceeds from such Asset Sale are as set forth above), such remaining portion shall be applied by on the Company within 360 days after the receipt last day infoUSA Credit Agreement of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 5.2(e) without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds either (i) of up to make an investment in Additional Assets having a fair market value (as determined in good faith by $7,000,000 from the Board of Directors sale of the Company) at least equal Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not be required to that of the assets so disposed of, or (ii) be applied to the repayment or a mandatory prepayment of unsubordinated Indebtedness of the Company Term Loans pursuant to this Subsection (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtednesse).

Asset Sales. The No later than three (3) Business Days following the date of receipt by Company will notor any of its Subsidiaries of any Net Proceeds from Asset Sales in excess of $3,000,000 in the aggregate in any Fiscal Year (other than with respect to any Net Proceeds from the FS Tech Sale in excess of $75,000,000), Company shall prepay the ABL Loans and the Term Loan (subject to the applicable provisions of the Intercreditor Agreement) as set forth in Section 2.13(a) in an aggregate amount equal to such Net Proceeds; provided, that other than with respect to the Net Proceeds from the FS Tech Sale that are subject to the mandatory prepayment requirements of this Section 2.12(a) (for which no reinvestment of such Net Proceeds shall be permitted), so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of replacement of the properties or assets that are the subject of such sale or disposition, (iii) pending such reinvestment, such Net Proceeds are maintained pursuant to arrangements reasonably acceptable to the Collateral Agent, which arrangements shall in all events provide the Collateral Agent with a First Priority Lien on such Net Proceeds and assure that such Net Proceeds are available to be reinvested as described herein, and will not permit any Subsidiary to(iv) Company or its Subsidiaries, consummate any Asset Saleas applicable, unlesscomplete such replacement, purchase, or construction within 180 days after giving effect to the initial receipt of such proposed Asset Salemonies, the aggregate value of all assets of the Company and its Subsidiaries (valued at shall have the greater option to apply such monies in an aggregate amount not to exceed $5,000,000 in any Fiscal Year to the costs of net book value or fair value) replacement of the assets that were are the subject of such sale or disposition, unless and to the extent that either (x) such applicable period shall have expired without such replacement, purchase or construction being made or completed, or (y) there shall occur an Asset Sale during the period commencing on the first day Event of the then current Fiscal Year of Default that is continuing, then, in either case, any amounts held for reinvestment by the Company or its Subsidiaries shall be applied to the Term Loan and ending the ABL Loans as required by Section 2.13, on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of such specified period or immediately, in the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject case of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Event of Default that is continuing. Nothing contained in this Section 2.12(a) shall permit Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries to sell or any Affiliate and (y) Indebtedness in respect otherwise dispose of any revolving credit or similar facility providing the Company or any such Subsidiary assets other than in accordance with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Section 6.9.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as at receipt thereof), Company shall prepay the last day of Loans and/or the then most recently ended Fiscal Year of the Company preceding Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Default or Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $250,0001,500,000 in any twelve consecutive month period, upon delivery of a written notice to Administrative Agent, Company shall have the option, directly or prepayment of unsubordinated Indebtedness through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within onetwo hundred eightyseventy (other than 180270) days following receipt of such Net Asset Sale Proceeds (xand so long as any such individual or aggregate investment in the amount of $250,0001,500,000 or more in any twelve consecutive month period has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) Indebtedness owing and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent.Notwithstanding the foregoing, with respect to the Las Vegas Termination Payments, the Company shall be required to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing prepay the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced Obligations by an amount equal to the Las Vegas Excess Termination Payments in accordance with Section 2.14(b) (in lieu of reinvestment), unless the Company has notified the Administrative Agent, in writing and prior to 30 days after receipt by Holdings or its Subsidiaries of any Las Vegas Termination Payments, of the specific investment into which such Las Vegas Excess Termination Payments shall be re-invested, in which case, the Las Vegas Excess Termination Payments may be reinvested in accordance with this Section 2.13(a) in such designated specific investment (or applied to prepay the Obligations in accordance with this Section 2.13(a)). In the event that the Asset Sale Reinvestment Amounts are not less than reinvested by Company prior to the amount earlier of (i) the last day of such proceeds applied onetwo hundred eightyseventy (180270) day period, and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the payment of such IndebtednessObligations as set forth in Section 2.14(b).

Asset Sales. The Company will notIf, at any time, on and will not permit any Subsidiary toafter June 30, consummate any Asset Sale, unless, after giving effect 2020 and prior to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair valuex) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year Covenant Relief Period or (y) if later and the Senior Notes remain outstanding, the last day of the Company preceding such Covenant Threshold Adjustment Period, if any, the Parent, the Borrower or any Subsidiary thereof receives Net Proceeds from any Asset Sale, the Borrower shall, in accordance with clause (iv) below, prepay the Term Loans, prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Senior Notes (subject to clause (iv)(C) below) in an amount equal to such Net Proceeds, within three (3) Business Days of the Parent’s, Borrower’s, or such Subsidiary’s receipt thereof (or, if such receipt occurs prior to the First Amendment Date, on the First Amendment Date) or, with respect to the Senior Notes, within the period of time required under the Senior Notes Agreement; provided, howeverthat, that for purposes one-time only, the proceeds from the sale of the foregoing calculation above, there Property known as Renaissance LAX shall not be included required to be prepaid pursuant to this Section 2.8.(b)(ii), or pursuant to any other Section of this Agreement, if, on the value next available prepayment date following such sale of any assets which were the subject of an Asset Sale if the Net Proceeds from Property known as Renaissance LAX, (1) such Asset Sale excluded proceeds are applied to repay the mortgage secured by the Company within 360 days after Property known as Renaissance Washington D.C., (2) the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors owner of the CompanyProperty known as Renaissance Washington D.C. (which was subject to such mortgage) at least equal to that of executes an Accession Agreement together with the assets so disposed of, or other items required by Section 8.13.(a) and such Property becomes an Unencumbered Property under this Agreement and (ii3) if and to the repayment or prepayment extent that the Security Trigger Date has occurred, the Equity Interests of unsubordinated Indebtedness Sxxxxxxx X0, LLC (and each other Subsidiary of the Company Borrower (other than (xan Excluded Issuer) Indebtedness owing by that directly or indirectly owns the Company Property known as Renaissance Washington D.C.) are pledged to any of its Subsidiaries or any Affiliate secure the Obligations and (y) Indebtedness the Borrower has delivered to the Collateral Agent a supplement to the Pledge Agreement in respect of any revolving credit or similar facility providing the Company or any such Subsidiary connection therewith together with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced items required by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Section 8.14.

Asset Sales. The Company will not, (a) Each of Borrower and will the Guarantors hereby agree that Borrower and the Guarantors shall not permit any Subsidiary toof its Subsidiaries, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets until satisfaction in full of the Company Obligations and its Subsidiaries (valued at the greater termination of net book value or fair value) that were the subject of this Agreement, to consummate an Asset Sale during unless (x) with respect to Asset Sales by any Guarantor an amount equal to the period commencing on Net Cash Proceeds therefrom is (A) applied to repay the first day Obligations in such order as Lender may determine, (B) used to make cash payments in the ordinary course of the then current Fiscal Year of the Company business and ending on the date of such proposed Asset Sale does consistent with past practices that are not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; otherwise prohibited by this Agreement, provided, however, that the aggregate amount so used pursuant to this clause (B) from and after the Effective Date does not exceed $2 million (without duplication of amounts used for purposes Capital Expenditures in accordance with clause (C) of this Section 6.2 below), or (C) used for Capital Expenditures in a Related Business within 180 days after the foregoing calculation abovedate of such Asset Sale or used to reimburse Borrower and its Subsidiaries for Capital Expenditures made prior to such Asset Sale, there or (y) with respect to proposed Asset Sales by Borrower resulting in Net Cash Proceeds which, when aggregated with the Net Cash Proceeds of all other Asset Sales in the same fiscal year (other than Asset Sales to which Lender has consented hereunder) exceeds $3 million in such fiscal year, such Asset Sale shall not be included consummated unless Lender shall have given its prior written consent and Borrower shall deposit with Lender an amount equal to the value amount of any assets which were such Net Cash Proceeds in excess of $1,000,000, to be held as cash collateral for the subject Obligations. Absent the existence of an Asset Sale if the Net Proceeds from Event of Default, Lender shall release such cash collateral in an amount (i) which Borrower certifies to Lender was previously expended by Borrower for Capital Expenditures by Borrower prior to such Asset Sale are applied by the Company within 360 days after the receipt of and such Net Proceeds either (i) expended amount has not been previously reimbursed to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed ofBorrower, or (ii) to which represents the repayment or prepayment imminent expenditure of unsubordinated Indebtedness of funds by Borrower for Capital Expenditures in a Related Business within 180 days after the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount date of such proceeds applied Asset Sale upon the receipt by Lender of proof reasonably satisfactory to the payment Lender of such Indebtedness)imminent expenditure of funds.

Asset Sales. The Company will not, and will not permit Not later than five (5) Business Days following the receipt by the Initial Borrower or any Restricted Subsidiary to, consummate of any Net Asset Sale, unless, after giving effect to such proposed Asset SaleSale Proceeds in excess of $10,000,000 in the aggregate during any twelvemonth period, the Borrower Representative shall prepay the Term Loans, subject to Sections 2.13(g) and 2.14(b) in an aggregate value amount equal to one hundred percent (100%) of all assets such Net Asset Sale Proceeds in excess of $10,000,000; provided that, so long as no Event of Default shall have occurred and be continuing or would immediately arise therefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied in accordance with this clause (a) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the Company five-Business-Day period noted above stating that such Net Asset Sale Proceeds are expected to be reinvested in assets (other than working capital, except for short term capital assets) used or useful in the business of the Initial Borrower and its Restricted Subsidiaries (valued at the greater of net book value including pursuant to a Permitted Acquisition) or fair value) that were the subject of an to be contractually committed to be so reinvested (such amounts “Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Reinvestment Amounts”), within twelve (12) months following receipt of such proposed Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding Proceeds; provided that such Asset SaleSale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month period); provided, however, that for purposes if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary of the foregoing calculation aboveBorrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied Credit Agreement Refinancing Indebtedness or any DOC ID - 36220401.1 other Indebtedness permitted hereunder, in each case, that is secured by the Company within 360 days after Collateral on a pari passu basis and that is pari passu in right of payment, with the receipt Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or other Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by Asset Sale Proceeds, then the Board of Directors Borrower Representative may apply such portion of the Company) at least equal to that Net Asset Sale Proceeds on a pro rata basis (determined on the basis of the assets so disposed ofaggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, or (ii) further, that the portion of such Net Asset Sale Proceeds allocated to the repayment or prepayment of unsubordinated Other Applicable Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount shall not less than exceed the amount of such proceeds Net Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Asset Sale Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the payment Term Loans in accordance with the terms hereof. In the event that any portion of the Asset Sale Reinvestment Amounts are neither reinvested nor contractually committed to be so reinvested within such twelve (12) month period (and actually reinvested within 180 days after the expiration of such Indebtednesstwelve (12) month period), such unused portion shall be applied within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.13(a) (without giving effect to the first proviso in this clause (a) above).

Asset Sales. The Company will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of unless (i) the Company and ending on (or the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined Restricted Subsidiary, as the case may be) receives consideration at the last day time of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by at least equal to the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Company (evidenced by a resolution of the Board of Directors set forth in an Officer's Certificate delivered to the Senior Note Trustee with respect to any Asset Sale determined to have a value greater that $25.0 million) of the Companyassets or Equity Interests issued or sold or otherwise disposed of and (ii) at least equal to that 75% of the assets so disposed ofconsideration therefor received by the Company or such Subsidiary is in the form of cash, Cash Equivalents or Marketable Securities; provided that the following amounts shall be deemed to be cash: (iiw) to any liabilities (as shown on the repayment Company's or prepayment of unsubordinated Indebtedness such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (x) Indebtedness owing any securities, notes or other obligations received by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days following the closing of such Asset Sale (to the extent of the cash received), (y) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale; provided that the aggregate fair market value (as determined above) of such Designated Noncash Consideration, taken together with the right fair market value at the time of receipt of all other Designated Noncash Consideration received pursuant to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not this clause (y) less than the amount of Net Proceeds previously realized in cash from prior Designated Noncash Consideration is less than 5% of Total Assets at the time of the receipt of such proceeds applied Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) and (z) Additional Assets received in an exchange of assets transaction. Within 360 days after the receipt of any cash Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply such cash Net Proceeds, at its option, (a) to repay Indebtedness of the Company or any Restricted Subsidiary that is not subordinated in right of payment to Indebtedness under a Credit Facility, (b) to the payment acquisition of a majority of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other assets or Investments that are used or useful in a Permitted Business or (c) to apply the cash Net Proceeds from such Asset Sale to an Investment in Additional Assets. Any cash Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall be required to make an offer to all Holders of Senior Notes and all holders of other Indebtedness that ranks pari passu with the Senior Notes containing provisions similar to those set forth herein with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Senior Notes and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth herein and such other Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Senior Note Indenture. If the aggregate principal amount of Senior Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Note Trustee shall select the Senior Notes and such other Indebtedness to be purchased on a pro rata basis. Upon completion of such Indebtedness)offer to purchase, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than ----------- the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by Holdings, Borrower or any of their respective Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds (other than any Net Asset Sale Proceeds received in connection with (i) an intercompany Asset Sale permitted pursuant to Section 6.7(a) or (ii) an Affiliate Sale), Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as at the last day of the then most recently ended Fiscal Year of the Company preceding set forth in Section 2.13 in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Default or Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000 and (iii) Borrower shall have delivered a certificate of Borrower, executed on behalf of Borrower by an Authorized Officer, setting forth the details with respect thereto on such first Business Day, Borrower shall have the option, directly or prepayment through one or more of unsubordinated Indebtedness its Included Subsidiaries (except that if such proceeds were received by any Subsidiary other than an Included Subsidiary, such Subsidiary shall be permitted to make such investment), to invest such Net Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof (or within two hundred seventy (270) days of receipt thereof, if Borrower shall have entered into a written commitment to reinvest such proceeds within such 180-day period) in long term productive assets of the Company general type used in the business of Borrower and its Included Subsidiaries (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or except as set forth above); provided further, pending any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with investment all such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds Net Asset Sale Proceeds shall be applied to the payment of such Indebtednessprepay outstanding Revolving Loans (without a reduction in Revolving Commitments).

Asset Sales. The Company will notIn the event of any contemplated Asset Sale or series of Asset Sales (other than any Asset Sale permitted under Section 9.09 (other than Section 9.09(g)) yielding Asset Sale Net Proceeds in excess of $2,500,000 in the aggregate, and will not permit any Subsidiary toBorrower shall provide written notice of such Asset Sale to Administrative Agent within five (5) Business Days of the consummation -44- thereof and, consummate any if within such notice period Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(i), Borrower shall prepay the aggregate outstanding principal amount of the Term Loans in an amount equal to the entire amount of the Asset Sale Net Proceeds of such Asset Sale, unlessplus any accrued but unpaid interest and any fees (including any fees payable pursuant to the Fee Letter) then due and owing, after giving effect plus the Prepayment Premium, if any, applicable to such proposed repayment of the Term Loans, applied as set forth in Section 3.03(b)(iii) below. Notwithstanding the foregoing, if at the time of the receipt or application of such Asset SaleSale Net Proceeds, no Event of Default has occurred and is continuing and Borrower delivers to Administrative Agent a certificate, executed by an Responsible Officer of Borrower, that it intends within three hundred sixty (360) days after receipt thereof to use all of such Asset Sale Net Proceeds either to purchase assets used in the ordinary course of business of the Obligors or to make Capital Expenditures, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Obligors may use such Asset Sale during Net Proceeds in the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of manner set forth in such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Salecertificate; provided, however, that for purposes of the foregoing calculation abovethat, there shall not be included the value of (a) any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either not so used within the period set forth in such certificate shall, on the first Business Day immediately following such 360 day period, be applied as a prepayment in accordance with Section 3.03(b)(iii) below and (ib) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the any assets so disposed of, or (ii) acquired shall be subject to the repayment or prepayment of unsubordinated Indebtedness of security interests under the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary Loan Documents with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of same priority as the assets subject to such proceeds applied to the payment of such Indebtedness)Asset Sale.

Asset Sales. The Company will notNot later than five (5) Business Days following the receipt by Holdings, and will not permit any Borrower or any Restricted Subsidiary to, consummate of any Net Asset Sale, unless, after giving effect to such proposed Asset SaleSale Proceeds in excess of $5,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay the Term Loans, subject to Sections 2.13(g) and 2.14(b) in an aggregate value amount equal to one hundred percent (100%) of all assets such Net Asset Sale Proceeds in excess of $5,000,000; provided that, so long as no Event of Default shall have occurred and be continuing or would immediately arise therefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied in accordance with this clause (a) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the Company five-Business-Day period noted above stating that such Net Asset Sale Proceeds are expected to be reinvested in assets (other than working capital, except for short term capital assets) used or useful in the business of Holdings and its Restricted Subsidiaries (valued at the greater of net book value including pursuant to a Permitted Acquisition) or fair value) that were the subject of an to be contractually committed to be so reinvested (such amounts “Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Reinvestment Amounts”), within twelve (12) months following receipt of such proposed Net Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding Proceeds; provided that such Asset SaleSale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month period); provided, however, that for purposes if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary of the foregoing calculation aboveBorrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt or any Permitted Pari Passu Secured Refinancing Debt, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied in each case, that is secured by the Company within 360 days after Collateral on a pari passu basis and that is pari passu in right of payment, with the receipt Obligations under Initial Term Loans and Revolving Loans secured on a first lien basis, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or Permitted Pari Passu Secured Refinancing Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by Asset Sale Proceeds, then the Board of Directors Borrower Representative may apply such portion of the Company) at least equal to that Net Asset Sale Proceeds on a pro rata basis (determined on the basis of the assets so disposed ofaggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, or (ii) further, that the portion of such Net Asset Sale Proceeds allocated to the repayment or prepayment of unsubordinated Other Applicable Indebtedness of the Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount shall not less than exceed the amount of such proceeds Net Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Asset Sale Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the payment Loans in accordance with the terms hereof. In the event that any portion of the Asset Sale Reinvestment Amounts are neither reinvested nor contractually committed to be so reinvested within such twelve (12) month period (and actually reinvested within 180 days after the expiration of such Indebtednesstwelve (12) month period), such unused portion shall be applied within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.13(a) (without giving effect to the first proviso in this clause (a) above).

Asset Sales. The Company will not, Not later than the third Business Day following the receipt of Net Proceeds from Asset Sales in excess of $10,000,000 in the aggregate by for Holdings and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Saleits Restricted Subsidiaries, the aggregate value of all assets Payer shall apply 100% of the Company Net Proceeds received with respect thereto (i) first, in accordance with Section 2.13(a) of the Term A Credit Agreement and its Subsidiaries (valued ii) second, the balance, if any to increase the amount of the Payer Deposit; provided that no such increase of the Payer Deposit shall be required under this Section 3.02(a) if (A) the Payer shall deliver a certificate of a Financial Officer to the Payee at the greater time of net book value receipt thereof setting forth the intent of Holdings or fair valuethe applicable Restricted Subsidiary to use such Net Proceeds to (1) that were subject to compliance with the subject Additional Guarantor Requirement as of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% investment, invest in or acquire Additional Assets or (2) make Capital Expenditures in respect of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedHoldings’ or its Restricted Subsidiaries’ Oil and Gas Business, howeverin each case, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 365 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed of, or proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing or would result therefrom at the time of such certificate; provided further that if such Net Proceeds are not applied as pursuant to clause (1) or (2) above within such 365-day period, such Net Proceeds shall, subject to clause (a)(i) above, be applied to increase the repayment Payer Deposit pursuant to this Section 3.02. The requirement of clause (1) or prepayment of unsubordinated Indebtedness of (2) above shall be deemed to be satisfied if a bona fide binding contract committing to make the Company (other than (x) Indebtedness owing investment, acquisition or expenditure referred to therein is entered into by the Company to Holdings or any of its Restricted Subsidiaries or any with a Person other than an Affiliate of Holdings within the time period specified above in this paragraph and (y) Indebtedness such Net Proceeds are subsequently applied in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection accordance with such payment of Indebtedness, contract within six months following the availability of credit under date such credit facility agreement is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)entered into.

Asset Sales. The If at any time the Company will not, and will not permit any Subsidiary to, intends to consummate any Asset Sale in any Fiscal Year (which Asset Sale, unlesswhen taken together with any other Asset Sales in the same Fiscal Year, after giving effect exceeds aggregate proceeds of $100,000), it shall, within ten (10) Business Days prior to the proposed date of consummation of such Asset Sale, notify the Holder in writing of the proposed Asset Sale (including the subject matter and the material terms thereof and the proposed date of consummation) and the proposed use of the proceeds to be derived from such Asset Sale. Within five (5) Business Days following the Holder's receipt of such written notice, the Holder may, by written notice furnished to the Company, direct the Company to apply all Net Cash Proceeds derived from such Asset Sale to prepay principal of, and accrued and unpaid interest on, this Note; PROVIDED, HOWEVER, that the Company shall not be obligated to so apply any Net Cash Proceeds derived from any such Asset Sale involving equipment or other fixed assets used by the Company in the conduct of its business to the extent that the Company uses such Net Cash Proceeds to purchase newer, functionally equivalent equipment or fixed assets, as the case may be, which is used by the Company in the conduct of its business. If, subject to the proviso in the immediately preceding sentence, the Holder directs the Company to make the mandatory prepayment contemplated by this Section 5(a), the Company shall make such prepayment within one (1) Business Day following the date of consummation of such Asset Sale. In addition, to the extent that the Company receives any cash or cash equivalents upon the sale, conversion, collection or other liquidation of any non-cash proceeds from such Asset Sale, the aggregate value of all assets of Company shall notify the Company and its Subsidiaries Holder in writing within one (valued at the greater of net book value or fair value1) that were the subject of an Asset Sale during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date Business Day of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; providedreceipt. The Holder may, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days five (5) Business Days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Board of Directors of the Company) at least equal to that of the assets so disposed ofwritten notice, or (ii) to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by direct the Company to any of its Subsidiaries make a mandatory prepayment under this Section 5(a) with such cash or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing cash equivalents and, if the Holder so directs the Company, the Company or any shall make such Subsidiary with mandatory prepayment within one (1) Business Day following its receipt of the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness)Holder's notice.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by Company or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as at the last day of the then most recently ended Fiscal Year of the Company preceding set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Default or Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000 in the aggregate, Company shall have the option, directly or prepayment through one or more of unsubordinated Indebtedness its Subsidiaries, to invest or commit to invest Net Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof in long-term productive assets of the general type used in the business of 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); provided, further that, with respect to an Asset Sale of any asset owned by a Foreign Subsidiary, any Net Asset Sale Proceeds in respect thereof which have not been reinvested or committed to be reinvested (the "Unreinvested Net Asset Sale Proceeds") shall be applied (i) first, to the extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the reasonable judgment of the Company resulting in a material tax liability to Company in relation to the amount of proceeds to be repatriated, to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in Section 2.15(b), (other than ii) second, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to finance the general corporate purposes of such Foreign Subsidiary so long as the aggregate of all such amounts so applied by all Foreign Subsidiaries with respect to Asset Sales consummated after the Closing Date does not exceed $5,000,000, and (xiii) Indebtedness owing third, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to prepay the Loans and/or reduce the Revolving Commitments as set forth in Section 2.15(b). Concurrently with any determination by Company that any portion of any Unreinvested Net Asset Sale Proceeds of any Foreign Subsidiary will be applied as described in clause (ii) of the immediately preceding proviso, Company shall deliver to any of its Subsidiaries or any Affiliate Agent an Officers' Certificate (w) certifying that such Unreinvested Net Asset Sale Proceeds cannot be repatriated to the United States without resulting in a material tax liability to Company and the reasons therefore, (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than specifying the amount of Unreinvested Net Asset Sale Proceeds to be retained by such proceeds applied to Foreign Subsidiary as described in said clause (ii) and the payment cumulative aggregate amount of all such Indebtedness)Unreinvested Net Asset Sale Proceeds so retained by all Foreign Subsidiaries since the date of this Agreement and (z) demonstrating the derivation of the Unreinvested Net Asset Sale Proceeds of the correlative Asset Sale from the gross sales price thereof.

Asset Sales. The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale during the period commencing on No later than the first day of the then current Fiscal Year of the Company and ending on Business Day following the date of such proposed receipt by Holdings or any of its Subsidiaries of any Net Asset Sale does not exceed 10% of Consolidated Total Assets determined Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as at the last day of the then most recently ended Fiscal Year of the Company preceding set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset SaleSale Proceeds; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value (so long as determined in good faith by the Board no Default or Event of Directors of the Company) at least equal to that of the assets so disposed ofDefault shall have occurred and be continuing, or and (ii) to the repayment extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000 in the aggregate (excluding any proceeds from the Old Xxxxxxx Sale and Leaseback), Company shall have the option, directly or prepayment through one or more of unsubordinated Indebtedness its Subsidiaries, to invest or commit to invest Net Asset Sale Proceeds within three hundred sixty (360) days of receipt thereof (or, four hundred fifty (450) days with respect to the receipt of proceeds from the Old Xxxxxxx Sale and Leaseback) in long-term productive assets of the general type used in the business of 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); provided, further that, with respect to an Asset Sale of any asset owned by a Foreign Subsidiary, any Net Asset Sale Proceeds in respect thereof which have not been reinvested or committed to be reinvested (the "UNREINVESTED NET ASSET SALE PROCEEDS") shall be applied (i) first, to the extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the reasonable judgment of the Company resulting in a material tax liability to Company in relation to the amount of proceeds to be repatriated, to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in Section 2.15(b), (other than ii) second, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to finance the general corporate purposes of such Foreign Subsidiary so long as the aggregate of all such amounts so applied by all Foreign Subsidiaries with respect to Asset Sales consummated after the Closing Date does not exceed $5,000,000, and (xiii) Indebtedness owing third, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to prepay the Loans and/or reduce the Revolving Commitments as set forth in Section 2.15(b). Concurrently with any determination by Company that any portion of any Unreinvested Net Asset Sale Proceeds of any Foreign Subsidiary will be applied as described in clause (ii) of the immediately preceding proviso, Company shall deliver to any of its Subsidiaries or any Affiliate Agent an Officers' Certificate (w) certifying that such Unreinvested Net Asset Sale Proceeds cannot be repatriated to the United States without resulting in a material tax liability to Company and the reasons therefore, (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than specifying the amount of Unreinvested Net Asset Sale Proceeds to be retained by such proceeds applied to Foreign Subsidiary as described in said clause (ii) and the payment cumulative aggregate amount of all such Indebtedness)Unreinvested Net Asset Sale Proceeds so retained by all Foreign Subsidiaries since the date of this Agreement and (z) demonstrating the derivation of the Unreinvested Net Asset Sale Proceeds of the correlative Asset Sale from the gross sales price thereof.

Asset Sales. The Company will notNo later than the first Business Day following the date of receipt by Parent, and will not permit the Borrower or any Subsidiary to, consummate of their respective Subsidiaries of any Net Cash Proceeds in excess of $1,000,000 in respect of any Asset SaleSale (other than Asset Sales permitted by Section 6.08 (h), unless(i) or (k)), after giving effect the Borrower shall give written notice to the Administrative Agent of such Asset Sale and the Borrower shall offer to prepay the Loans in an aggregate amount equal to such proposed 100% of the amount of such Net Cash Proceeds in respect of such Asset SaleSale no later than the fourth Business Day following the date of receipt of such Net Cash Proceeds; provided that (i) so long as no Event of Default shall have occurred and be Continuing at the time of receipt of such proceeds and (ii) upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries, the aggregate value Borrower shall have the option to invest such Net Cash Proceeds within two hundred seventy (270) days of all receipt thereof in assets of the Company general type owned by or used in the business of the Borrower and its Subsidiaries (valued at provided that if, prior to the greater expiration of net book value such two hundred seventy (270) day period, the Borrower, directly or fair value) that were through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the subject expiration of an Asset Sale during the additional ninety (90) day period, such two hundred seventy (270) day period commencing on the first day of the then current Fiscal Year of the Company and ending on shall be extended to the date of provided for such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) to make an investment in Additional Assets having a fair market value such binding agreement). Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (as determined in good faith confirmed by the Board of Directors of the Companyfacsimile) at least equal to that of the assets so disposed of, or (ii) two Business Days prior to the repayment or prepayment of unsubordinated Indebtedness of the Company (other than (x) Indebtedness owing by the Company date, to any of its Subsidiaries decline all or any Affiliate and (y) Indebtedness in respect portion of any revolving credit or similar facility providing the Company or any such Subsidiary with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount any(but not less than all) of the prepayment of its Loans pursuant to this Section 2.11(b), in which case the aggregate amount of such proceeds the prepayment that would have been applied to prepay Loans but was so declined shall be retained by the payment of such Indebtedness)Borrower.