Common use of Prepayments from Asset Sales Clause in Contracts

Prepayments from Asset Sales. cility, effect a permanent reduction in the availability under such revolving credit facility (whether or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph).

Prepayments from Asset Sales. cilityUpon receipt by Company or any Subsidiary of Company of Net Cash Proceeds of any Asset Sale occurring after the Closing Date (other than Net Cash Proceeds from the sale or issuance of Capital Stock of Express Online or Practice Patterns Science which shall be treated as Net Securities Proceeds under subsection 2.5A(ii)(c)), effect Company shall, or shall cause its Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from such Asset Sale on a permanent reduction date not later than the Business Day next succeeding (i) in the availability case the date of consummation of such Asset Sale is prior to the Conversion Date, the 180th day after the date of consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by such date by Company or its Subsidiaries to either repay any Indebtedness outstanding under the Senior Secured Credit Agreement or to make an investment in properties and assets that replace the properties and assets that were the subject of such revolving credit facility Asset Sale or in properties and assets that will be used in the business of Company and its Subsidiaries as existing on the Closing Date or in businesses which are similar or related to the businesses of Company as conducted on the Closing Date (whether "Replacement Assets") and (ii) in the case the date of consummation of such Asset Sale is on or after the Conversion Date, the 360th day after the date of consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by such prepayment and/or commitment reduction is required), (B) date by Company or its Subsidiaries to either repay any Indebtedness outstanding under the Senior Secured Credit Agreement or to make an investment in Replacement Assets or Assets; provided, however, that, to avoid any imposition of any costs pursuant to subsection 2.7D, in lieu of prepaying the Loans on any such date, Company may elect not to prepay the Loans by (Ci) a combination so notifying the Administrative Agent in writing of prepayment and investment permitted by the foregoing clauses (A) such election and (B). On the 361st day after an Asset Sale or ii) paying such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been to Administrative Agent to be held as Cash collateral for the Obligations and applied on or before to such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) prepayment of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to end of the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") applicable Interest Period in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by term of this Agreement. Concurrently with the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed consummation of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and Sale, Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer from the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess gross sales price of $2.0 million resulting from one or more such Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph)Sale.

Prepayments from Asset Sales. cility, effect a permanent reduction in Upon receipt by the availability under such revolving credit facility (whether Company or not such prepayment and/or commitment reduction is required)any Subsidiary of the Company of Cash Proceeds of any Asset Sale occurring after the Closing Date, (Bi) to make an investment in Replacement Assets the Company or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors any Subsidiary of the Borrower Company shall, or of such Restricted Subsidiary determines not to shall cause its Subsidiaries to, apply the Net Cash Proceeds relating to of such Asset Sale as set forth in clauses to prepay (A), x) the term loans outstanding under the Senior Credit Facility or (By) revolving loans outstanding under the Senior Credit Facility; provided that the commitment thereunder is permanently reduced to the extent of the prepayment; and (Cii) after the Conversion Date, the Company or any Subsidiary of the next preceding sentence Company may apply any Net Cash Proceeds remaining after application pursuant to clause (eachi) above to a Related Business. Concurrently with the consummation of an Asset Sale, a "Net Proceeds Offer Trigger Date"), such aggregate amount the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of Net Cash Proceeds which have from the gross sales price of such Asset Sale. To the extent not been applied used as above, the Company shall, or shall cause its Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding (i) the third Business day after the receipt thereof if such date of receipt is on or before prior to the Conversion Date and (ii) the 270th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be are not applied by the Borrower Company or any Subsidiary of the Company within 270 days to a Related Business if such Restricted Subsidiary date of receipt is after the Conversion Date; provided that at such time as the Term Loan bears interest at the Fixed Rate, any such Net Cash Proceeds not so applied shall be used to make an offer to prepay purchase the Loans Term Loan from each Lender on a pro rata basis at a price in cash equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, interest thereon to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph)repurchase.

Prepayments from Asset Sales. cilityUpon receipt by the Company or any Restricted Subsidiary of the Company of Net Cash Proceeds of any Asset Sale permitted by Section 6.10, effect a permanent reduction the Company or any Restricted Subsidiary of the Company shall, or shall cause its Restricted Subsidiaries to, apply the Net Cash Proceeds of such Asset Sale within 365 days of receipt thereof (v) in the availability case of the receipt by any Restricted Subsidiary (but not by the Company) of Net Cash Proceeds of any Asset Sale, to repay Indebtedness under such revolving credit facility any Qualified Containers Indebtedness or to repay Indebtedness under the Credit Agreement; (whether or not such prepayment and/or commitment reduction is required), (Bw) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (x) to acquire Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary that is engaged in a Permitted Business; (y) to acquire or make an investment in Replacement Assets property, plant, equipment or other non-current assets that replace the properties and assets that were the subject of such Asset Sale or that will be used or useful in the Permitted Business (including expenditures for maintenance, repair or improvement of existing properties and assets); or (Cz) a combination of prepayment repayment and investment permitted by the foregoing clauses (Av), (w), (x) and (By). On Pending the 361st final application of Net Cash Proceeds, the Company or its Restricted Subsidiaries, as the case may be, may temporarily reduce revolving credit borrowings or invest such Net Cash Proceeds in Cash Equivalents. To the extent not used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Interim Loan (an "ASSET SALE PREPAYMENT"), all on a pro rata basis, with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after an the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Restricted Subsidiary of the Company within 365 days as provided in the immediately preceding paragraph or such earlier date, if any, as the Board of Directors of the Borrower Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (Av), (Bw), (x) and (Cy) or (z) of the next preceding sentence (eachparagraph. Notwithstanding the foregoing provisions of this paragraph, a "Net Proceeds Offer Trigger Date"), such no mandatory repayments shall be required pursuant to this Section 2.4A(ii) until the date on which the aggregate amount of Net Cash Proceeds which have from all Asset Sales not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with clauses (v), (w), (x), (y) or (z) of the preceding paragraph within the time periods specified by this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount paragraph equal to or in excess of exceed $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 20.0 million, shall be applied as required pursuant to this paragraph).

Prepayments from Asset Sales. cilityNo later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, effect a permanent reduction Company shall prepay the Loans in an amount equal to the availability Net Cash Proceeds of such Asset Sale; provided however, that with respect to Net Cash Proceeds from the sale of receivables, contracts and/or leases under such revolving credit facility (whether or the Alarm Services Contract Securitization Facility, Company shall not such prepayment and/or commitment reduction is required), (B) be required to make an investment in Replacement Assets or (Cany prepayment of the Loans pursuant to this subsection 2.4B(ii)(a) a combination out of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 361st day after an Net Cash Proceeds of such Asset Sale or such earlier date, if any, as the Board of Directors in excess of the Borrower or first $25,000,000 of such Restricted Subsidiary determines Net Cash Proceeds and, with respect to the first $25,000,000 of such Net Cash Proceeds, Company shall apply such Net Cash Proceeds pro rata to the prepayment of the Loans and the loans outstanding under the Existing Revolving Credit Agreement; provided further that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company and its Subsidiaries shall not be required to apply the Net Cash Proceeds relating to such of any Asset Sale as set forth in clauses to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(ii)(a) to the extent that (A), (B) such Net Cash Proceeds have been or will be reinvested in like assets or in other assets used in the business of Company and (C) its Consolidated Subsidiaries within six months of such sale; provided that the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses excluded from application to the mandatory prepayment of the Loans pursuant to this clause (A)) does not exceed $5,000,000 in the aggregate, or (B) and (C) such Net Cash Proceeds are less than $1,000,000 or are proceeds from the sale of non-earning assets; provided that the aggregate amount of Net Cash Proceeds excluded from application to the mandatory prepayment of the next preceding sentence Loans pursuant to this clause (each a "Net Proceeds Offer Amount"B) shall be applied by does not exceed $5,000,000 in the Borrower or such Restricted Subsidiary to make an offer to prepay aggregate. Concurrently with any prepayment of the Loans at a price in cash equal pursuant to this subsection 2.4B(ii)(a), Company shall deliver to Agent an Officers' Certificate demonstrating the principal amount thereof, plus accrued and unpaid interest, if any, to the date derivation of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a)of the correlative Asset Sale from the gross sales price thereof. The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, Any such mandatory prepayments shall be applied as required pursuant to this paragraphspecified in subsection 2.4B(iii).

Prepayments from Asset Sales. cilityNo later than the fifth (5th) Business Day following the date of receipt by Holdings or any of the Subsidiaries of Cash Proceeds of any Asset Sale, effect a permanent reduction in Holdings shall, to the availability under extent that (x) it or any of the Subsidiaries is not required to offer such revolving credit facility Net Cash Proceeds to redeem or otherwise prepay the Senior Secured Notes or the Opco Term Loans (whether or not following such prepayment and/or commitment reduction is required)offer, (B) to make an investment in Replacement Assets apply such Net Cash Proceeds to RM Restaurant Holding Corp. Credit Agreement so redeem or (C) a combination of prepayment and investment permitted by otherwise prepay the foregoing clauses (ASenior Secured Notes or the Opco Term Loan) and (B). On y) the 361st day after an Asset Sale or Distribution of such earlier dateCash Proceeds to Holdings is permitted pursuant to the terms of the Opco Credit Agreement, the Revolving Credit Documents and the Senior Secured Documents, prepay the Term Loans (and associated accrued interest and prepayment fees, if any, ) as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not provided in subsection 2.4C in an amount equal to apply the Net Cash Proceeds relating to such Asset Sale received; provided that so long as set forth in clauses (A)no Default or Event of Default shall have occurred and be continuing, (B) and (C) Holdings shall have the option, directly or through one or more of the next preceding sentence Subsidiaries, to invest such Net Cash Proceeds, within three hundred sixty (each360) days of receipt thereof, a "Net Proceeds Offer Trigger Date")in long-term productive assets of the general type used in the business of Holdings and the Subsidiaries and, to the extent not so invested, shall apply such aggregate amount amounts as provided in subsection 2.4C; provided further, that none of Holdings or any of the Subsidiaries shall have such right to invest Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses that (A), (Bx) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute are arising from an Asset Sale hereunder of an asset of Holdings or (y) are distributed to Holdings in compliance with the Revolving Credit Agreement, the Opco Credit Agreement and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph)Senior Secured Note Documents.

Prepayments from Asset Sales. cilityNo later than the second Business Day following the date of receipt by Holdings or any of its Subsidiaries of any proceeds of any Asset Sale of a Financed Aircraft, effect a permanent reduction in the availability under such revolving credit facility Company shall prepay, without premium or penalty (whether or not such prepayment and/or commitment reduction is requiredother than pursuant to subsection 2.6D), the Loans in an amount equal to the greater of the (Bi) to make an investment in Replacement Assets or (C) a combination Assigned Value of prepayment and investment permitted by the foregoing clauses (A) such Financed Aircraft and (B). On ii) the 361st day after an Asset Sale or such earlier date, if any, as the Board sum of Directors of the Borrower or of such Restricted Subsidiary determines not to apply (x) the Net Cash Proceeds relating to of such Asset Sale as set forth in clauses and (Ay) the Value of any non-Cash Proceeds of such Asset Sale. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(ii)(a), (B) and (C) Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(ii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds Offer Trigger Date as permitted in clauses (Aof any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(ii)(a), (B) and (C) determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(ii)(a), Company shall promptly make an additional prepayment of the next preceding sentence (each a "Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds Offer Amount"resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(ii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(ii)(a) shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price as specified in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraphsubsection 2.4B(iii)." and (ii) deleting the text "from the issuance of (x) any Permitted Extension Indebtedness with respect to a Financed Aircraft or (y) any other Indebtedness (other than Indebtedness permitted under Section 6.1 whether incurred on the Fifth Restatement Effective Date or thereafter)" appearing in clause (ii)(b) of said Section and inserting the text "from the issuance of any Permitted Extension Indebtedness with respect to a Financed Aircraft" in lieu thereof.

Prepayments from Asset Sales. cility, effect a permanent reduction in the availability under such revolving credit facility (whether or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by If the Borrower or any Restricted SubsidiaryWholly-Owned Subsidiary of the Borrower receives any Material Sale Proceeds, as then the case may beBorrower shall prepay the Obligations, to the extent of such proceeds, promptly (but in any event within five Business Days) after the first date on which such Persons have received Material Sale Proceeds totaling an aggregate amount of $5 million or more and within five Business Days after each date thereafter when such Persons have received additional Material Sale Proceeds totaling an aggregate of $5 million or more; PROVIDED, HOWEVER, that during the pendency of an Event of Default all Material Sales Proceeds shall be payable upon the demand of the Agent. "MATERIAL SALE PROCEEDS" means, without duplication, (i) the cash or cash equivalent proceeds or marketable securities resulting from the sale or other disposition (including, without limitation, by a sale-leaseback transaction) of (A) assets or other tangible or intangible property or rights ("ASSETS") not constituting CP&L Property, Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to SECTION 9.13(c)) and having an aggregate fair market value in excess of $1 million for each separate transaction or series of related transactions involving the same seller or (B) any Collateral or Mortgaged Property (and including any Net Awards and Net Proceeds required to be paid to the Agent pursuant to the terms of the Mortgages), LESS (ii) the amount of income taxes payable and any direct costs or expenses incurred in connection with any Asset Sale such sale or disposition, LESS (iii) the amount of indebtedness secured by such Assets that are sold, which indebtedness is converted into or required to be and is repaid upon such sale, but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to SECTION 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days of the sale or exchange of such assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Closing Date and identified on SCHEDULE 3.4 hereto and any legal or contractual restriction contained in any Indebtedness which refinances any Indebtedness referenced on SCHEDULE 3.4 provided that the terms thereof are no more onerous to the Borrower or any Subsidiary than those existing on the Closing Date; (E) proceeds resulting from the payment of insurance with respect to such Assets provided such proceeds are used for the replacement of such Assets or are required to be applied to a purpose specified in a legal instrument applicable to such Assets or from the payment of business interruption insurance; (F) proceeds resulting from the sale or other disposition of Assets between the Borrower and any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of the Borrower or Stone-Canada or between any Wholly-Owned Subsidiaries (other than Restricted Subsidiaries) of the Borrower or Stone-Canada; (G) up to an aggregate amount of $300 million of net proceeds from the sale or other disposition of Assets not constituting Collateral or Mortgaged Property or Assets constituting Collateral or Mortgaged Property for which Substitute Collateral has been provided pursuant to SECTION 9.13(c), designated by the Borrower in writing to the Agent as being excluded from the prepayment requirements of this Section (any amount so designated being "EXCLUDED SALE PROCEEDS"); or (H) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness under the First Mortgage Note Documents. The cash, then such conversion cash equivalent proceeds or disposition marketable securities resulting from the repayment or other liquidation of the investments permitted by SECTION 5.2.7(i) shall be deemed to constitute an Asset included within the meaning of "MATERIAL SALE PROCEEDS." Proceeds described in subpart (B) of the exclusion from the definition of Material Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales so excluded only if, within five (at which time5) Business Days after such proceeds are received, the entire unutilized Net Proceeds Offer AmountBorrower gives the Agent written notice of its intent to utilize such proceeds for replacement purposes and (to the extent such proceeds have not already been so utilized) delivers such proceeds to the Agent to be held in an account as security for the Obligations pursuant to documentation satisfactory to the Agent. During the period ending on the 180th day after receipt of such proceeds by the Borrower or one of its Subsidiaries, the Borrower may, so long as no Event of Default or Unmatured Event of Default shall have occurred and not just the amount be continuing, withdraw funds from such account to pay or reimburse itself for such replacement costs. Funds in excess of $2.0 million, such account shall be held and invested in the manner prescribed for Deposited Monies pursuant to SECTION 3.5. All amounts remaining in such account at the conclusion of such 180 day period shall, subject to SECTION 3.6(f), be applied on such date as required a prepayment pursuant to this paragraph)Section and SECTIONS 3.5 and 3.6 as if constituting Material Sale Proceeds received on such date.

Prepayments from Asset Sales. cility, effect a permanent reduction in Upon receipt by the availability under such revolving credit facility (whether Company or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination any Restricted Subsidiary of prepayment and investment the Company of Cash Proceeds of any Asset Sale permitted by Section 6.13, the foregoing clauses (A) and (B). On the 361st day after an Asset Sale Company or such earlier date, if any, as the Board of Directors any Restricted Subsidiary of the Borrower Company shall, or of such shall cause its Restricted Subsidiary determines not to Subsidiaries to, apply the Net Cash Proceeds relating to of such Asset Sale as set forth (w) to prepay the term loans outstanding under the Senior Credit Facility, (x) to prepay revolving loans outstanding under the Senior Credit Facility; PROVIDED that except in the case of a prepayment of such revolving loans with the proceeds of a sale of Public Internet Investments, the commitment under the Senior Credit Facility is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Indebtedness or Subsidiary Guarantor Senior Indebtedness or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (Aw), (Bx) and (Cy) above to a Related Business. Promptly after the consummation of an Asset Sale, the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount Company shall deliver to the Agents an Officer's Certificate demonstrating the derivation of Net Cash Proceeds which have from the gross sales price of such Asset Sale. To the extent not been applied used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from any Asset Sale on or before a date not later than the Business Day next succeeding the 360th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be are not applied by the Borrower Company or such any Restricted Subsidiary of the Company within 360 days as provided in the immediately preceding paragraph; PROVIDED that at such time as the Term Loan bears interest at the Fixed Rate, any such Net Cash Proceeds not so applied shall be used to make an offer to prepay purchase the Loans Term Loan from each Lender on a PRO RATA basis at a price in cash equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, interest thereon to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5repurchase; providedPROVIDED, howeverFURTHER, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as Senior Subordinated Indenture requires the case may be, Company to make an offer to purchase Exchange Notes in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and Sale, to the extent holders of Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds thereof not accepted by the holders of Exchange Notes to prepay the Loans. Notwithstanding the foregoing provisions of this paragraph, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph)paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods specified by this paragraph equal or exceed $5 million.

Prepayments from Asset Sales. cility, effect a permanent reduction in Upon receipt by the availability under such revolving credit facility (whether Company or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination any Restricted Subsidiary of prepayment and investment the Company of Cash Proceeds of any Asset Sale permitted by Section 6.12, the foregoing clauses (A) and (B). On the 361st day after an Asset Sale Company or such earlier date, if any, as the Board of Directors any Restricted Subsidiary of the Borrower Company shall, or of such shall cause its Restricted Subsidiary determines not to Subsidiaries to, apply the Net Cash Proceeds relating to of such Asset Sale as set forth in (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (Aw), (Bx) and (Cy) above to a Permitted Line of Business; provided, that with respect to the next preceding sentence (eachDisposition, a "Net Proceeds Offer Trigger Date"), such aggregate amount the Company may apply up to $20.0 million of Net Cash Proceeds which have to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. To the extent not been applied used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on or before a pro rata basis, with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be are not applied by the Borrower Company or such any Restricted Subsidiary of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to make an offer to prepay the repurchase Fixed Rate Loans and Exchange Notes shall be at a price in cash equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, interest thereon (in cash) to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5repurchase; provided, howeverfurther, that if at to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any time any non-cash consideration received Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the Borrower extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or any Restricted SubsidiaryExchange Notes, as the case may be, in connection with any Asset Sale is converted into which were tendered for repurchase and not accepted. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or sold or otherwise disposed Event of for cashDefault shall have occurred and be continuing, then such conversion or disposition no mandatory repayments shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph)paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods specified by this paragraph equal or exceed $5.0 million.

Prepayments from Asset Sales. cility, effect a permanent reduction in If the availability under such revolving credit facility (whether Borrower or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors any Wholly-Owned Subsidiary of the Borrower or receives any Material Sale Proceeds, then the Borrower shall prepay the Obligations, to the extent of such Restricted Subsidiary determines not to apply proceeds, promptly (but in any event within five Business Days) after the Net Cash first date on which such Persons have received Material Sale Proceeds relating to such Asset Sale as set forth in clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such totaling an aggregate amount of Net Cash $5 million or more and within five Business Days after each date thereafter when such Persons have received additional Material Sale Proceeds which have not been applied on totaling an aggregate of $5 million or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5more; provided, however, that if at during the pendency of an Event of Default all Material Sales Proceeds shall be payable upon the demand of the Agent. "Material Sale Proceeds" means, without duplication, (i) the cash or cash equivalent proceeds or marketable securities resulting from the sale, issuance or other disposition (including, without limitation, by a sale- leaseback transaction) of (A) any time assets, capital stock of any non-cash consideration received by Subsidiary or other tangible or intangible property or rights (collectively, "Assets") not constituting CP&L Property, Monetized Assets, Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)) and having an aggregate fair market value in excess of $1 million for each separate transaction or series of related transactions involving the Borrower same seller, (B) any Collateral or Mortgaged Property (and including any Restricted SubsidiaryNet Awards and Net Proceeds required to be paid to the Agent pursuant to the terms of the Mortgages) or (C) any securities, as instruments or other rights of any kind which are convertible into, exchangeable for or otherwise entitled to receive any Monetized Assets, less (ii) the case may be, amount of income taxes directly payable and any direct costs or expenses incurred in connection with such sale or disposition (provided that such income taxes, costs and expenses attributable to any Asset subsequent conversion, exchange or other receipt of Monetized Assets shall not be deducted for purposes of determining Material Sale Proceeds), less (iii) the amount of indebtedness secured by such Assets that are sold or otherwise disposed of, which indebtedness is converted into required to be and is repaid upon such sale (but excluding the Loans and the indebtedness required to be repaid upon any subsequent conversion, exchange or other receipt of Monetized Assets), but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting (1) Monetized Assets or (2) Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days of the sale or exchange of such assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Closing Date and identified on Schedule 3.4 hereto and any legal or contractual restriction contained in any Indebtedness which refinances any Indebtedness referenced on Schedule 3.4 provided that the terms thereof are no more onerous to the Borrower or any Subsidiary than those existing on the Closing Date; (E) proceeds resulting from the payment of insurance with respect to such Assets provided such proceeds are used for the replacement of such Assets or are required to be applied to a purpose specified in a legal instrument applicable to such Assets or from the payment of business interruption insurance; (F) proceeds resulting from the sale or other disposition of Assets between the Borrower and any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of the Borrower or between any Wholly-Owned Subsidiaries (other than Restricted Subsidiaries) of the Borrower; (G) up to an aggregate amount of $300 million (such amount being referred to herein as the "Excluded Sale Proceeds Basket") of net proceeds from the sale or other disposition of Assets not constituting (1) Abitibi Shares, (2) the capital stock of Stone Snowflake as permitted by Section 5.2.12(vi) and (3) Collateral or Mortgaged Property or Assets constituting Collateral or Mortgaged Property for which Substitute Collateral has been provided pursuant to Section 9.13(c), designated by the Borrower in writing to the Agent as being excluded from the prepayment requirements of this Section (any amount so designated being "Excluded Sale Proceeds"), with the Excluded Sale Proceeds Basket being subject to reduction by the amount of the Abitibi 25% Portion; (H) proceeds from the cancellation of the German Financing Intercompany Note upon the consummation of the German Financing Subsidiary Transfer; (I) proceeds from any Abitibi Sale/Monetization; (J) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness under the First Mortgage Note Documents; or (K) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness incurred pursuant to Section 5.2.2.(x) but only to the extent such proceeds are promptly used to repay such Indebtedness. The cash, then such conversion cash equivalent proceeds or disposition marketable securities resulting from the repayment or other liquidation of the investments permitted by Section 5.2.7(i) shall be deemed to constitute an Asset included within the meaning of "Material Sale hereunder and Proceeds." Proceeds described in subpart (B) of the Net Cash exclusion from the definition of Material Sale Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales so excluded only if, within five (at which time5) Business Days after such proceeds are received, the entire unutilized Net Proceeds Offer AmountBorrower gives the Agent written notice of its intent to utilize such proceeds for replacement purposes and (to the extent such proceeds have not already been so utilized) delivers such proceeds to the Agent to be held in an account as security for the Obligations pursuant to documentation satisfactory to the Agent. During the period ending on the 180th day after receipt of such proceeds by the Borrower or one of its Subsidiaries, the Borrower may, so long as no Event of Default or Unmatured Event of Default shall have occurred and not just the amount be continuing, withdraw funds from such account to pay or reimburse itself for such replacement costs. Funds in excess of $2.0 million, such account shall be held and invested in the manner prescribed for Deposited Monies pursuant to Section 3.5. All amounts remaining in such account at the conclusion of such 180 day period shall, subject to Section 3.6(f), be applied on such date as required a prepayment pursuant to this paragraph)Section and Sections 3.5 and 3.6 as if constituting Material Sale Proceeds received on such date.

Prepayments from Asset Sales. cility, effect a permanent reduction in the availability under such revolving credit facility (whether or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination of prepayment and investment permitted Upon receipt by the foregoing clauses Parent, the Company or any of their Subsidiaries of Cash Proceeds of any Asset Sale occurring after the Closing Date, the Company shall prepay (A) first, the Additional Loan (including any amounts outstanding under the Additional Senior Note) (together with accrued interest) and (B) second, the Term Loan (including any amounts outstanding under the Senior Note). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply with the Net Cash Proceeds relating received from such Asset Sale, in the case of Asset Sales pursuant to clause (a) of the definition thereof, concurrently with the consummation of such Asset Sale, and with respect to all other Asset Sales, on a date not later than the Business Day next succeeding the earlier of (1) the 30th day after consummation of such Asset Sale unless prior to such date, the Parent, the Company or any such Subsidiary has entered into a firm order or commitment for the purchase of an asset or assets which shall be used in the Business and (2) the 90th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Parent, the Company or any of their Subsidiaries to the replacement of such asset or assets with an asset or assets useful in the Business. In each case, such new asset shall be subject to the Security Interest of the Security Documents to the same extent as the asset subject to such Asset Sale as set forth in clauses (A), (B) and (C) or otherwise owned by a Loan Party or other member of the next preceding sentence (eachGroup whose stock is pledged by a member of the Group pursuant to a Pledge Agreement. Concurrently, a "Net Proceeds Offer Trigger Date")with the consummation of an Asset Sale, such aggregate amount the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of Net Cash Proceeds which have not been applied on or before from the gross sales price of such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $2.0 million, shall be applied as required pursuant to this paragraph)Sale.

Prepayments from Asset Sales. cility, effect a permanent reduction in If the availability under such revolving credit facility (whether Borrower or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors any Wholly-Owned Subsidiary of the Borrower or receives any Material Sale Proceeds, then the Borrower shall prepay the Obligations, to the extent of such Restricted Subsidiary determines not to apply proceeds, promptly (but in any event within five Business Days) after the Net Cash first date on which such Persons have received Material Sale Proceeds relating to such Asset Sale as set forth in clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such totaling an aggregate amount of Net Cash $5 million or more and within five Business Days after each date thereafter when such Persons have received additional Material Sale Proceeds which have not been applied on totaling an aggregate of $5 million or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5more; provided, however, that if at during the pendency of an Event of Default all Material Sales Proceeds shall be payable upon the demand of the Agent. "Material Sale Proceeds" means, without duplication, (i) the cash or cash equivalent proceeds or marketable securities resulting from the sale, issuance or other disposition (including, without limitation, by a sale-leaseback transaction) of (A) any time assets, capital stock of any non-cash consideration received by Subsidiary or other tangible or intangible property or rights (collectively, "Assets") not constituting CP&L Property, Monetized Assets, Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)) and having an aggregate fair market value in excess of $1 million for each separate transaction or series of related transactions involving the Borrower same seller, (B) any Collateral or Mortgaged Property (and including any Restricted SubsidiaryNet Awards and Net Proceeds required to be paid to the Agent pursuant to the terms of the Mortgages) or (C) any securities, as instruments or other rights of any kind which are convertible into, exchangeable for or otherwise entitled to receive any Monetized Assets, less (ii) the case may be, amount of income taxes directly payable and any direct costs or expenses incurred in connection with such sale or disposition (provided that such income taxes, costs and expenses attributable to any Asset subsequent conversion, exchange or other receipt of Monetized Assets shall not be deducted for purposes of determining Material Sale Proceeds), less (iii) the amount of indebtedness secured by such Assets that are sold or otherwise disposed of, which indebtedness is converted into required to be and is repaid upon such sale (but excluding (1) indebtedness required to be repaid upon any subsequent conversion, exchange or other receipt of Monetized Assets and (2) any indebtedness related to the German Financing that is repaid as contemplated in clause (H) below), but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting (1) Monetized Assets or (2) Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days of the sale or exchange of such assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Closing Date and identified on Schedule 3.4 hereto and any legal or contractual restriction contained in any Indebtedness which refinances any Indebtedness referenced on Schedule 3.4 provided that the terms thereof are no more onerous to the Borrower or any Subsidiary than those existing on the Closing Date; (E) proceeds resulting from the payment of insurance with respect to such Assets provided such proceeds are used for cashthe replacement of such Assets or are required to be applied to a purpose specified in a legal instrument applicable to such Assets or from the payment of business interruption insurance; (F)proceeds resulting from the sale or other disposition of Assets between the Borrower and any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of the Borrower or between any Wholly-Owned Subsidiaries (other than Restricted Subsidiaries) of the Borrower; (G) subject to the limitations provided in clause (H) below with respect to Material Sale Proceeds received by Stone- Canada, then up to an aggregate amount of $300 million (such conversion amount being referred to herein as the "Excluded Sale Proceeds Basket") of net proceeds from the sale or other disposition of Assets not constituting (1) Abitibi Shares, (2) the capital stock of Stone Snowflake as permitted by Section 5.2.12(vi) and (3) Collateral or Mortgaged Property or Assets constituting Collateral or Mortgaged Property for which Substitute Collateral has been provided pursuant to Section 9.13(c), designated by the Borrower in writing to the Agent as being excluded from the prepayment requirements of this Section (any amount so designated being "Excluded Sale Proceeds"), with the Excluded Sale Proceeds Basket being subject to reduction by (x) the amount of the Abitibi 75% Portion and (y) the amount of the German Financing Portion, if any, of any Material Sale Proceeds as provided in clause (H) below; (H) ten percent (10%) of the Material Sale Proceeds received by StoneCanada resulting from the sale or other disposition of Assets (other than Abitibi Shares) of Stone- Canada in an aggregate amount, when combined with the aggregate amount of any prepayments of the Indebtedness incurred in the German Financing with the German Financing Abitibi Portion, if any, of the Abitibi 75% Portion as permitted under clause (I) of Section 5.2.12(v), not to exceed the Dollar equivalent of DM 80,000,000 so long as such portion of the Material Sale Proceeds (such portion being referred to herein as the "German Financing Portion") are, pursuant to the terms and conditions of the German Financing, required to be used, and are promptly used directly or indirectly, to repay the Indebtedness incurred in the German Financing, provided that the remaining portion of the Material Sale Proceeds are promptly used as a mandatory prepayment under this Section 3.4(c) to repay the Obligations promptly upon receipt by Stone-Canada, with the German Financing Portion of the Material Sale Proceeds being deemed to be a utilization of the Excluded Sale Proceeds Basket until such time, and to the extent, that the Excluded Sale Proceeds Basket has been reduced to zero (provided that the German Financing Portion of the Material Sale Proceeds shall not be deemed to constitute an Asset Sale hereunder be Excluded Sales Proceeds for purposes of determining Discretionary Funds and the Net Cash Discretionary Funds Basket), and with the remaining portion of the Material Sale Proceeds thereof not being eligible to be designated by the Borrower as Excluded Sale Proceeds under clause (G) above; (I) proceeds from the sale or other disposition of the Stone-Canada Intercompany Note to any Person other than to the Borrower or any Affiliate of the Borrower, (J) proceeds from any Abitibi Sale/Monetization, (K) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness under the First Mortgage Note Documents or (L) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness incurred pursuant to Section 5.2.2.(x) but only to the extent such proceeds are promptly used to repay such Indebtedness. The cash, cash equivalent proceeds or marketable securities resulting from the repayment or other liquidation of the investments permitted by Section 5.2.7(i) shall be applied included within the meaning of "Material Sale Proceeds." Proceeds described in accordance with this Section 3.2(a). The Borrower may defer subpart (B) of the Net exclusion from the definition of Material Sale Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales shall be so excluded only if, within five (at which time5) Business Days after such proceeds are received, the entire unutilized Net Proceeds Offer AmountBorrower gives the Agent written notice of its intent to utilize such proceeds for replacement purposes and (to the extent such proceeds have not already been so utilized) delivers such proceeds to the Agent to be held in an account as security for the Obligations pursuant to documentation satisfactory to the Agent. During the period ending on the 180th day after receipt of such proceeds by the Borrower or one of its Subsidiaries, the Borrower may, so long as no Event of Default or Unmatured Event of Default shall have occurred and not just the amount be continuing, withdraw funds from such account to pay or reimburse itself for such replacement costs. Funds in excess of $2.0 million, such account shall be held and invested in the manner prescribed for Deposited Monies pursuant to Section 3.5. All amounts remaining in such account at the conclusion of such 180 day period shall, subject to Section 3.6(f), be applied on such date as required a prepayment pursuant to this paragraph)Section and Sections 3.5 and 3.6 as if constituting Material Sale Proceeds received on such date.

Prepayments from Asset Sales. cility, effect a permanent reduction in No later than the availability under such revolving credit facility first (whether or not such prepayment and/or commitment reduction is required), (B1st) to make an investment in Replacement Assets or (C) a combination Business Day following the date of prepayment and investment permitted receipt by the foregoing clauses (A) and (B). On Parent, the 361st day after Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, the Company shall prepay the Term Loans in an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not amount equal to apply the Net Cash Proceeds relating received; provided that (I) if the Company shall have delivered a Reinvestment Notice to the Administrative Agent no later than one (1) Business Day after the consummation of such Asset Sale as set forth (other than Asset Sales described in clauses (A), (BSchedule 7.7 annexed hereto) and no Default or Event of Default exists at the time of such consummation or delivery of such notice, the Company shall not be required to make any prepayment with the proceeds of such Asset Sale to the extent that (Cx) all or any portion of such proceeds are reinvested in Reinvestment Assets within two hundred seventy (270) days from the next preceding sentence date of receipt of such proceeds, and (eachy) after giving effect thereto, the aggregate amount of proceeds (other than (1) Permitted Testing Center Proceeds, and (2) proceeds of Asset Sales described in Schedule 7.7 annexed hereto in an amount not to exceed $5,000,000) not used to make mandatory prepayments of Term Loans pursuant to this proviso and the corresponding proviso to subsection 2.4B(iii)(d) shall not exceed $10,000,000 measured on a "Net Proceeds Offer Trigger cumulative basis from the Closing Date"), such ; (II) if at any time the aggregate amount of Net Cash Proceeds (including, without limitation, Permitted Testing Center Proceeds) in respect of which Reinvestment Notices have been delivered and which have not yet been applied on reinvested in Reinvestment Assets or before used to repay Loans shall exceed $10,000,000, then the Borrower shall promptly deliver all such Net Cash Proceeds Offer Trigger Date as permitted (including the portion not in clauses (A), (Bexcess of $10,000,000) to the Collateral Agent to be held and (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted Subsidiary to make an offer to prepay the Loans at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") it in accordance with the procedures set forth in Sections 3.3 through 3.5terms of the Collateral Account Agreement; providedand (III) on each Reinvestment Prepayment Date, however, that if at any time any non-cash consideration received by an amount equal to the Borrower or any Restricted Subsidiary, as Reinvestment Prepayment Amount with respect to the case may be, in connection relevant Reinvestment Event shall be applied to prepay the Term Loans. Concurrently with any Asset Sale is converted into or sold or otherwise disposed prepayment of for cashLoans pursuant to this subsection 2.4B(iii)(a), then such conversion or disposition the Company shall be deemed deliver to constitute the Administrative Agent an Asset Sale hereunder and Officer's Certificate demonstrating in detail reasonably satisfactory to the Administrative Agent the derivation of the Net Cash Proceeds thereof shall be applied of the correlative Asset Sale from the gross sales price thereof. In addition, in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess event that the Company shall, at any time after receipt of $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess proceeds of $2.0 million, shall be applied as required any Reinvestment Event requiring a prepayment pursuant to this paragraphsubsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), the Company shall promptly cause to be made an additional prepayment of the Term Loans in an amount equal to the amount of any such deficit, and the Company shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such deficit.

Prepayments from Asset Sales. cility, effect a permanent reduction Upon receipt by Holding or any of its Subsidiaries of Cash Proceeds from Asset Sales in excess of $1,000,000 in the availability under aggregate, measured on a cumulative basis from the Restatement Effective Date, Borrower shall prepay the Loans in an amount equal to Estimated Net Cash Proceeds of such revolving credit facility (whether Asset Sales on the date of the receipt of Cash Proceeds of Asset Sale which causes the aggregate Cash Proceeds from Asset Sales to equal or not exceed $1,000,000 in the manner specified in subsection 2.5A(iii) and, on the 30th day after receipt of such prepayment and/or commitment reduction is required)Cash Proceeds, (B) to Borrower shall make an investment additional prepayment of the Loans in Replacement Assets or (Cthe manner specified in subsection 2.5A(iii) a combination of prepayment and investment permitted by in an amount equal to the foregoing clauses (A) and (B). On the 361st day after an Asset Sale or such earlier dateexcess, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (A), (B) and (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before of Asset Sale over Estimated Net Cash Proceeds of such Net Proceeds Offer Trigger Date as permitted in clauses Asset Sale; and, within one (A), (B1) and (C) Business Day of the next preceding sentence (each a "receipt of any cash payment on any note constituting Net Cash Proceeds Offer Amount"of Asset Sale, Borrower shall prepay the Loans in the manner specified in subsection 2.5A(iii) in an amount equal to such additional Net Cash Proceeds of Asset Sale; provided that, nothing in this subsection 2.5A(ii)(a) shall be applied construed to permit any such sale, financing or other disposition other than as otherwise expressly permitted by this Agreement unless otherwise approved by Requisite Lenders in writing; provided further that, concurrently with the making of any prepayment pursuant to this subsection 2.5A(ii)(a), Borrower or such Restricted Subsidiary to make shall deliver an offer to prepay Officers' Certificate demonstrating the Loans at a derivation of Net Cash Proceeds of Asset Sale from the gross sales price in cash equal of any correlative Asset Sale. Notwithstanding anything to the principal amount thereofcontrary contained in this subsection 2.5A(ii)(a), plus accrued but provided that no Event of Default or Potential Event of Default has occurred and unpaid interestis continuing, if anyin the event any prepayment pursuant to this subsection, to the date of prepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") which is applied in accordance with the procedures set forth provisions of subsection 2.5A(iii), would result in Sections 3.3 through 3.5the incurrence by Borrower of liability pursuant to subsection 2.7E(ii), Borrower shall be permitted to retain and shall not be required to make a prepayment in respect of that portion of the Cash Proceeds from Asset Sales which would result in the incurrence of such liability; provided, however, that if at any time any non-cash consideration received Borrower shall, on the last day of each subsequent Interest Period, make prepayments, in an aggregate amount not to exceed the aggregate amount of Cash Proceeds from Asset Sales retained by Borrower pursuant to this sentence, to the Borrower extent such prepayments do not result in the incurrence of liability pursuant to subsection 2.7E(ii). In the event that Holding or any Restricted the applicable Subsidiary reasonably expects the proceeds of a sale of equipment of Holding or such Subsidiary to be reinvested within 180 days from the receipt of Cash Proceeds in similar productive assets used or useable in the business of Holding or such Subsidiary, as then Borrower shall either (y) deliver cash in an amount equal to the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Estimated Net Cash Proceeds of such sale or the portion thereof expected to be reinvested to Administrative Agent to be held by Administrative Agent as collateral in accordance with the terms of this paragraph or (z) prepay Working Capital Loans and reduce the Working Capital Loan Commitments in accordance with the terms of the immediately succeeding paragraph. Upon Borrower's request and provided that no Event of Default has occurred and is continuing, Administrative Agent shall release such proceeds or a portion thereof to Borrower for reinvestment as described above. In the event Borrower fails to reinvest such Cash Proceeds on or prior to the end of the applicable 180-day period, Administrative Agent shall apply such amount as a prepayment pursuant to this subsection 2.5A(ii)(a) and it shall be applied in the order set forth in subsection 2.5A(iii). In the event that Borrower elects to prepay Working Capital Loans in accordance with this Section 3.2(a). The clause (z) of the immediately preceding paragraph, Borrower may defer shall prepay Working Capital Loans and reduce the Working Capital Loan Commitments by the amount of the Estimated Net Cash Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal of such sale or the portion thereof expected to or be reinvested; provided, that upon reinvestment in excess accordance with the terms of $2.0 million resulting from one or more Asset Sales (at which timethe immediately preceding paragraph, the entire unutilized Net Proceeds Offer Amount, and not just reduction in the Working Capital Loan Commitment shall be decreased by the amount of such reinvestment. In the event Borrower fails to reinvest all of such Cash Proceeds in excess accordance with the terms of $2.0 millionthe immediately preceding paragraph on or prior to the end of the applicable 180-day period, the reduction in Working Capital Loan Commitments in the aggregate amount of such Cash Proceeds not reinvested shall automatically be applied as required pursuant to this paragraph)permanent and final.