Common use of Asset Sales Clause in Contracts

Asset Sales. No 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than the fifth 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No Not later than the fifth tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (other than any Net Asset Sale Proceeds from (x) the TLA Disposition and/or (y) any Dispositions of any Specified Non-Core Asset B, which Net Asset Sale Proceeds will not be subject to this Section 2.10(a)), the 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; providedprovided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the 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 through one or more of the 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 Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that no any such prepayment shall 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 permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Asset Sale (such Senior Secured Debt required to be repaid or 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 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 2.11(a2.10(a) in respect 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, with it being agreed that the portion of such Net Asset Sale Proceeds for which Holdings or Tronox US net proceeds allocated to the Other Applicable Indebtedness shall have delivered to Administrative Agent no later than not exceed the fifth Business Day following the date of receipt amount of such Net Asset Sale Proceeds a certificate net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of an Authorized Officer certifying such net proceeds shall be allocated to the Loans in good faith accordance with the terms hereof); provided, further, that (A) no Specified Event to the extent the holders of Default and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuingOther Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing the declined amount shall promptly (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 any event within 30 days ten Business 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 rejection) 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period applied to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions terms hereof.

Asset Sales. No Not later than the fifth Business Day following the date of receipt by Holdings the Company or any of its Subsidiaries other Group Member of any Net Cash Proceeds in respect of any Asset Sale ProceedsSale, Borrower the Company shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Term Borrowings in an aggregate amount equal to such Net Asset Sale Cash 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 provided 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Company may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate indicating its intent of a Responsible Officer of the Company to reinvest (so long as such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall the effect that the Company intends to cause Borrower not later than the first Business Day after the end of such 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 Cash Proceeds not reinvested); provided(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 the other Group Members within 365 days after the receipt of such Net Cash Proceeds, howeverand certifying that, that (i) as of the date thereof, no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an 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 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) held in a Deposit Account of the Company that is subject to a Control Agreement in favor of the Collateral Agent or (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition applied to prepay outstanding Revolving Loans (in which case an amount of property or assets otherwise permitted under the Credit Documents Revolving Commitments equal to the amount of the proceeds so applied shall be excluded from 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 foregoing, (A) no prepayment obligation of the Term Borrowings shall be required pursuant to this Section 2.13(a) to the extent applicable law 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 regulation prohibits transfer 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 proceeds Permitted Additional First Lien Debt then outstanding, as the case may be, and the prepayment of the Term Borrowings required pursuant to Borrower or a Guarantor; and (iiithis Section 2.13(a) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofbe reduced accordingly.

Asset Sales. No Subject to Sections 2.06(e) and 2.20, no later than the fifth Business Day following the date of receipt by Holdings the Company or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds in excess of the greater of (x) $300,000,000 and (y) 15.0% of Consolidated Tangible Assets in the aggregate (for the avoidance of doubt such basket shall be fully available as of the Restatement Date) arising from an Asset Sale pursuant to Section 7.08(c) (other than any such Net Asset Sale Proceeds that are used to repay, Borrower prepay or redeem (I) the 2.00% Convertible Senior Notes due 2042, issued by the Company pursuant to the Base Indenture and that certain Third Supplemental Indenture dated as of March 5, 2012, by and between Wilmington Trust Company, as trustee, and the Company or (II) the 2.00% Convertible Senior Notes due 2043 issued by the Company pursuant to the Base Indenture and that certain Fourth Supplemental Indenture dated as of February 21, 2013, by and between Wilmington Trust Company, as trustee, and the Company) (including, in the case of the immediately preceding clauses (I) and (II), all principal, interest, fees, recapture taxes in regards to such Indebtedness, costs, expenses and/or premiums related thereto), the Company shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.06(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 provided so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Company shall have the option, directly or through one or more of its intent Subsidiaries, to reinvest (so long as such certificate was not submitted in bad faith) and (y) Holdings invest or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period commit to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to invest such Net Asset Sale Proceeds within one year of receipt thereof in productive assets of the general type used in the business of the Company and its Subsidiaries, including, without limitation, through a Permitted Acquisition and/or any other acquisition constituting a permitted Investment; provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested); provided, however, that reinvested within the later to occur of (ix) no reinvestment otherwise permitted hereunder may be made if at six months of the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer date of such proceeds to Borrower or a Guarantor; commitment and (iiiy) if the end of such Net Asset Sale Proceeds are not subject to one year period, the restrictions described in Company shall prepay the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution Loans in accordance with the provisions hereofthis Section 2.05(c)(i) without giving further effect to such reinvestment right.

Asset Sales. No later than In the fifth Business Day following event and on each occasion that any net cash proceeds are received by or on behalf of the date of receipt by Holdings Borrower 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 Asset Sale 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 possiblereliance on Section 6.8(r), or obtain a waiver in respect ofthe Borrower shall, within ten Business Days after such Event of Default within 30 days after the date of delivery of such certificate (it being understood and agreed thatnet cash proceeds are received, 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b2.15(b) in an aggregate amount equal to 100% of the 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 Net Asset Sale Proceeds not reinvested)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, howeverfurther, that (i) no reinvestment otherwise permitted hereunder may be made if at that, in the time case of any such reinvestment an 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 (including acquisitions or other Investments permitted under Section 6.6 (other than cash and Cash Equivalents)), then no prepayment shall be required pursuant to this paragraph in respect of such 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 been so invested (or committed to be invested) by the end of 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 Borrower may use a portion of such net cash proceeds to prepay or repurchase any Permitted First Lien Debt to the extent Permitted First Lien Debt Documents require such a prepayment or repurchase thereof with the proceeds of such Asset Sale, in each case in an amount not to exceed the lesser of (i) the amount required under the Permitted First Lien Debt Documents and (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 pro rata payment amount based on the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer outstanding principal amounts of such proceeds to Borrower or a Guarantor; Permitted First Lien Indebtedness and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofLoans.

Asset Sales. No Subject to the terms of the Specified Subordination Agreement, no later than the fifth third Business Day following the date of receipt by Holdings or any of its Subsidiaries Credit Party of any Net Cash Proceeds from Asset Sale ProceedsSales (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, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.9(a) in an aggregate amount equal to such Net Asset Sale Cash Proceeds; provided, so long as (i) no Event of Default shall have occurred and be continuing, (ii) the Borrower has delivered the Agent prior written notice of the Borrower’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of replacement of the properties or assets that no prepayment are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the 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 assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Borrower 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 required pursuant paid to the Agent and applied in accordance with Section 2.9(a). Nothing contained in this Section 2.11(a2.8(a) shall permit the Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in respect accordance with Section 7.4. (b) Insurance/Condemnation Proceeds. Subject to the terms of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent the Specified Subordination Agreement, no later than the fifth third 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 by any Credit Party, or the Agent as loss payee, of any covenants hereunder) has occurred and is continuingNet Cash Proceeds from insurance or any condemnation, (B) no Event taking or other casualty in excess 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 $1,000,000 in the circumstances contemplated by this clause (B)aggregate in any Fiscal Year, 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested)Cash Proceeds; provided, however, that so long as (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has shall have occurred and is be continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale the 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 condemnation, taking or other disposition casualty or the cost of property purchase or construction of other assets otherwise permitted under useful in the Credit Documents shall be excluded from this prepayment obligation to business of the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and Borrower, (iii) if such Net Asset Sale Proceeds the monies are not subject to the restrictions described held in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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.a deposit

Asset Sales. No later than If, at any time after the fifth Indebtedness under the Senior Credit Documents shall have been paid in full and the commitments to lend thereunder shall have terminated, any Company Party or Subsidiary 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, 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 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 receipt by Holdings consummation of such Asset Sale. In addition, to the extent that the applicable Issuer receives any cash or any of its Subsidiaries cash equivalents upon the sale, conversion, collection or other liquidation of any Net non-cash proceeds from such Asset Sale ProceedsSale, Borrower the applicable Issuer shall prepay or cause to be prepaid notify the Loans as set forth Holder in Section 2.12(bwriting within one (1) 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 Business Day of such Net Asset Sale Proceeds for which Holdings receipt. The Holder may, within five (5) Business Days after receipt of such written notice, direct the applicable Issuer in writing to make a mandatory prepayment under this SECTION 4(a) with such cash or Tronox US cash equivalents and, if the Holder so directs the applicable Issuer in writing, the applicable Issuer shall have delivered to Administrative Agent no later than the fifth make such mandatory prepayment within one (1) Business Day following the date of its 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofHolder's written notice.

Asset Sales. No Not later than the fifth third Business Day following the date of receipt by Holdings Parent or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale Proceedsby any Credit Party, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Borrowings in an aggregate amount equal to such Net Asset Sale Proceeds; providedprovided that, that no prepayment shall be required pursuant to this Section 2.11(a) except in the case of Net Proceeds in respect of such Asset Sales made pursuant to Section 6.4(a)(xiv) in any Fiscal Year that, together with all 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 other Asset Sales made pursuant 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 (C6.4(a)(xiv) during the Permitted Reinvestment Periodsuch Fiscal Year, Holdings and its Subsidiaries intend to reinvest (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 same priority exceed $100,000,000, so long as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate indicating its intent of an Authorized Officer of each of Parent and the Borrower to reinvest the effect that the Borrower intends to cause such Net Proceeds (so long as or a portion thereof specified in such certificate was not submitted certificate) to be reinvested in bad faithassets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) and within 365 days after the receipt of such Net Proceeds (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after within 180 days following the end of such Permitted Reinvestment Period 365-day period if a binding agreement so to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to reinvest such Net Asset Sale Proceeds not reinvestedis entered into within such 365-day period); provided, howeverand certifying that, that (i) as of the date thereof, no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has occurred and is continuing, (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 in which case during such period the Credit Documents Borrower shall not be excluded from this required to make such prepayment obligation to the extent applicable law or regulation prohibits transfer of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such proceeds 365-day period (as such period may be extended as set forth above) shall be applied to Borrower or a Guarantor; and (iii) if prepay the Borrowings promptly upon the expiration of such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofperiod.”

Asset Sales. No later than In the fifth Business Day following event and on each occasion that any net cash proceeds are received by or on behalf of the date of receipt by Holdings Borrower 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 Asset Sale 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 possiblereliance on Section 6.8(r), or obtain a waiver in respect ofthe Borrower shall, within ten Business Days after such Event of Default within 30 days after the date of delivery of such certificate (it being understood and agreed thatnet cash proceeds are received, 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b2.15(b) in an aggregate amount equal to 100% of the 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 Net Asset Sale Proceeds not reinvested)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, howeverfurther, that (i) no reinvestment otherwise permitted hereunder may be made if at that, in the time case of any such reinvestment an 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 (iior commit to invest) any Net Asset Sale Proceeds received by the net cash proceeds from such event (or a Non-US Entity from a sale 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 (including acquisitions or other disposition of property or assets otherwise Investments permitted under the Credit Documents Section 6.6 (other than cash and Cash Equivalents)), then no prepayment shall be excluded from required pursuant to this prepayment obligation paragraph in respect of such net cash proceeds in respect of such event (or the applicable portion of such net cash proceeds, if applicable) except to the extent applicable law of any such net cash proceeds therefrom that have not been so invested (or regulation prohibits transfer committed to be invested) by the end of 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 Borrower or a Guarantorbe invested); and (iii) if such Net Asset Sale Proceeds are not provided, further, that, subject to the restrictions described in Closing Date Intercreditor Agreement, the immediately preceding clause (ii), Holdings Borrower may use a portion of such net cash proceeds to prepay or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds repurchase any Permitted First Lien Debt to the Borrower promptly after receipt extent Permitted First Lien Debt Documents require such a prepayment or repurchase thereof for distribution in accordance with the provisions hereofproceeds of such Asset Sale, in each case in an amount not to exceed the amount required under the Permitted First Lien Debt Documents.

Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings any Loan Party or any of its Subsidiaries of any Net Proceeds from Asset Sale ProceedsSales consummated pursuant to Section 6.09(e), Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.14(a) 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 so long as (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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (xi) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided and be continuing as of the date of such Asset Sale, (ii) Borrower has delivered Collateral Agent prior written notice of Borrower’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 or the 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 certificate indicating its intent contractual commitment to reinvest is entered into within nine months following receipt thereof), following the date of such Asset Sale, (so long as such certificate was not submitted iii) the monies are held in bad faith) a Deposit Account in which Collateral Agent has a perfected first-priority security interest, and (yiv) Holdings Parent or Tronox US shall cause Borrower not later than the first Business Day its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the end initial receipt of such Permitted Reinvestment Period 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 assets that are the subject of 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 Refranchising Activity shall be applied in accordance with Section 2.14(a). Nothing contained in this Section 2.13(a) 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 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 2.12(b2.14(a) in an aggregate amount equal to such the aggregate Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale Parent (or other disposition any Subsidiary thereof) in connection with any and all issuances of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to Capital Stock of Parent since the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofClosing Date.

Asset Sales. No later than Following the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale Proceedsafter the Restatement Date, (x) at the option of the 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 a written notice of reinvestment delivered to the Administrative Agent, the Borrower may reinvest all or any portion of such Net Asset Sale Cash Proceeds in assets useful for which Holdings or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day its business (A) within twelve (12) months following the date of receipt of such Net Cash Proceeds or (B) if within twelve (12) months following receipt thereof the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds, within 180 days of the date of such legally binding commitment; provided that (1) if the assets subject to such Asset Sale Proceeds constituted Real Property, such reinvestment may not be made in assets other than Real Property (other than fixtures that are depreciated on a certificate of book value basis in accordance with GAAP within four years or less), (2) if 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 shall have occurred and is be 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 Borrower shall not be permitted to be reinvested hereunder until make any such reinvestments (other than pursuant to a legally binding commitment that 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 entered into at a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) time when no Default or Event of Default shall existed or was continuing) and, (23) if the assets subject to such Asset Sale constituted Xxxxxxxx Collateral, such reinvestment may only be deemed in assets constituting Xxxxxxxx Collateral and (4) following the Springing Covenant Trigger Date, if the assets subject to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest such Asset Sale constituted Specified Real Property that is Collateral, such reinvestment may only be made in Specified Real Property that is Collateral (so long as or that will, upon such certificate was not submitted in bad faithreinvestment become Collateral) and (y) Holdings or Tronox US any remaining Net Cash Proceeds from such Asset Sale shall cause Borrower not later than be applied on the first Business Day after the end last day of such Permitted Reinvestment Period twelve-month or 180-day period, as applicable, to prepay the prepayment of the Loans pursuant to this Section 2.03(bf) or (j), as set forth in Section 2.12(b) in an aggregate amount equal to applicable. Notwithstanding the foregoing, no such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 prepayment shall be excluded from required under this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iiiSection 2.03(b) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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.respect to:

Asset Sales. No Together 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 after the Effective Date in prior fiscal quarters as to which a prepayment of the Indebtedness hereunder (as set forth in clause (A) below) or other permitted Indebtedness for borrowed money secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations pursuant to clause (B) below has not yet been made under this paragraph (other than as a result of proceeds pending reinvestment or repayment of Maturing Indebtedness pursuant to the proviso hereto) shall exceed $500,000,000 in the aggregate (such excess amount, the “Excess Disposition Proceeds”) then, not later than five Business Days after the fifth 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 Day following Days after the date of receipt by Holdings or any of its Subsidiaries of any such Net Asset Sale ProceedsCash Proceeds Statement was required to be delivered), the Borrower shall prepay or cause apply an amount equal to be prepaid 100% of such Excess Disposition Proceeds towards the prepayment of (A) the Loans as set forth in sub-clause (bb) of this paragraph (and/or provide cover for LC Exposure as specified in Section 2.12(b2.04(i)) 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 other permitted Indebtedness for borrowed money secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations (and if but only to the extent required under the documentation governing such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure (if such cure is possiblesecured Indebtedness), or obtain a waiver in respect ofpro 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, for such Event purpose, as outstanding loans, the aggregate outstanding LC Exposure and the unused portion of Default within 30 days after the date of delivery of such certificate (it being understood and agreed that, solely in Commitments); provided that the circumstances contemplated by this clause (B), such Net Asset Sale Proceeds Borrower shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of such cure make a prepayment under this sub-clause (if such cure is possibley) 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 portion of Net Asset Sale Cash Proceeds covered by such certificate of (or an Authorized Officer equivalent amount) that are not reinvested during the Permitted Reinvestment Period as set forth above, (x) no Default (1) the Borrower states in the applicable Net Cash Proceeds Statement is to be reinvested (or has been reinvested) in any assets used or to be used by the Borrower and its Restricted Subsidiaries in its business, and (2) are or have been or will be in fact so applied to such reinvestment within eighteen months of the related Asset Sale or Recovery Event of Default shall or (y) (1) the Borrower states in the applicable Net Cash Proceeds Statement is to be deemed used to have occurred merely because Holdings previously provided a certificate indicating its intent repay Maturing Indebtedness (or has been used to reinvest (so long as such certificate was not submitted in bad faithrepay Maturing Indebtedness) and (y2) Holdings are or Tronox US shall cause Borrower not later have been or will be in fact so applied to such repayment within 18 months of the related Asset Sale or Recovery Event. Notwithstanding the foregoing, if the Total Indebtedness Ratio as of the most recently delivered financial statements pursuant to Section 5.01(a) or 5.01(b), recomputed on a pro forma basis for such Asset Sale or Recovery Event, is less than 2.00 to 1.00, the first Business Day after the end proceeds of such 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 Proceeds or Recovery Event will not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described or included in the immediately preceding calculation of amounts required to be prepaid pursuant to this sub-clause (iiy), Holdings or Tronox US shall cause such 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. No later than On each date on or after the fifth Business Day following Closing Date upon which the date of receipt by Holdings Borrower or any of its Subsidiaries of receives any Net cash proceeds from any Asset Sale Proceeds, Borrower shall prepay (x) derived from the sale by a Loan Party of its direct or cause to be prepaid the Loans as set forth indirect Equity Interests in Section 2.12(bSIRE or SWY or (y) in excess of $2,500,000 in the aggregate during any fiscal year, an aggregate amount equal to 100% of the net cash proceeds therefrom shall be applied by the date that is five (5) Business Days following such Net Asset Sale Proceedsdate as a mandatory repayment of the Loans; provided, that no prepayment shall be required pursuant to this Section 2.11(a) however, that, unless such net cash proceeds are derived from the sale by a Loan Party of its direct or indirect Equity Interests in respect of such Net Asset Sale Proceeds for which Holdings SIRE 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 ofSWY, 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 net cash proceeds shall not be required to be prepaid so applied on such date so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such net cash proceeds shall not be permitted used to purchase properties or assets 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful used in the business of Holdings SWY or its Subsidiaries or to replace or restore any properties or assets used by the Borrower or its Subsidiaries (and, for the avoidance of doubt, no such net cash proceeds shall be used for Restricted Payments or for Investments in current assets) in respect of which such net cash proceeds were paid within 365 days following the date of the receipt of such net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended), and provided further, that if all or any portion of such net cash proceeds not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such net cash proceeds (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the net cash proceeds relating to such Asset Sale as set forth above), 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 this Section 2.05(b)(ii) without regard to the immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of SWY Credit Agreement has occurred, mandatory prepayments of Loans required under this Section 2.05(b)(ii) with respect to any Asset Sale by SWY or any of its Subsidiaries and if shall be limited to the amount of the net cash proceeds of such Net Asset Sale Proceeds are from an Asset Sale that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to the terms of all or a portion of any Facility such Net Asset Sale Proceeds shall not be reinvested in Equity Interests (it being understood its Organization Documents 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if SWY Credit Agreement at the time of such net cash proceeds are received or at any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereoftime thereafter.

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings or any of its Subsidiaries Abitibi Entity of any Net Asset Sale Proceeds, Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.15(a) in an aggregate amount equal to (i) in the case of any Asset Sale of Collateral, 100% of such Net Asset Sale Proceeds, (ii) in the case of any Asset Sale of property or assets of the Abitibi Entities that do not secure the Obligations or the Senior Secured Notes, 50% of such Net Asset Sale Proceeds, provided, so long as no Default or Event of Default shall have occurred and be continuing on the date of such Asset Sale 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 (A) the Maturity Date and (B) the date that is 180 days following receipt thereof, in Collateral or long-term productive assets of the general type used in the business of the Abitibi Entities, provided, that (x) no Event of Default may exist on the date of the proposed investment, and (y) Borrower deliver to Administrative Agent a certificate within 10 Business Days following receipt of any such Net Asset Sale Proceeds stating that such Net Asset Sale Proceeds shall be used for investment in accordance with the terms hereof, (iii) in the case of the Snowflake Disposition, $50,000,000 of such 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 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 notwithstanding 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 continuingforegoing, (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 Borrower 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 make any prepayment of the foregoing, such Loans pursuant to this Section 2.14(a) with Net Asset Sale Proceeds shall have been deposited in the Blocked Reinvestment Accountfrom (1) 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition Sales of property or assets otherwise permitted under of the Credit Documents shall be excluded from this prepayment obligation 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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; ACSC Securitization Documents, and (iii3) if such Net Asset Sale Proceeds are not subject sales by Borrower of preferred Equity Interests of Xxxxxxx to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofDesignated Xxxxxxx Parent.

Asset Sales. No Except as provided below, no later than the fifth second Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower Company shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.15(b) in an aggregate amount equal to such all 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 . So long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, and 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in an extent that aggregate amount equal to such Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not reinvested)exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within one hundred eighty (180) days after receipt thereof in other assets useful in the business of Company and its Subsidiaries; provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) as to any Net Asset Sale Proceeds received by a Non-US Entity from a sale that have not been so invested, or other disposition of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation applied to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and prepay Loans within one hundred eighty (iii180) if days after such Net Asset Sale Proceeds are not subject to were received, Company or one of its Subsidiaries shall either (i) prepay the restrictions described in Loans and/or permanently reduce the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute 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 receipt thereof. Pending any such investment or prepayments, all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the Borrower promptly extent outstanding (without a reduction in Revolving Commitments). Any Net Asset Sale Proceeds which have not been invested or applied to prepay Loans as required above within 180 or, if a binding commitment to invest such Net Asset Sale Proceeds was entered into as provided above, 360 days after receipt thereof for distribution in accordance with the provisions hereofshall be applied to prepay Loans at such time.

Asset Sales. No later than Subject to the fifth Business Day following Intercreditor Agreements, the 2017 Notes Indenture (in effect on the date hereofThird Amendment Effective Date) and the Existing ABL Credit Agreement (in effect on the date hereof) and subject to each of the terms and conditions of this Section 2.4(d)(ii)(2), on the date of receipt by Holdings Borrower or any of its Subsidiaries of Net Cash Proceeds from any Net Asset Sale ProceedsSale, Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay or cause to be prepaid the outstanding principal amount of the Loans as set forth in Section 2.12(b) owing to such Lender together with any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay, in an aggregate amount equal to the Net Cash Proceeds received from such Net Asset Sale ProceedsSale. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (A) prepay the Loans (or the portion thereof), together with any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, and (B) otherwise comply with Section 2.4(e); provided, that no prepayment shall be required pursuant to this Section 2.11(a) in respect Borrower or any 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 its Subsidiaries, may, within 365 days after receipt of such Net Asset Sale Cash Proceeds, apply such Net Cash Proceeds a certificate of to an Authorized Officer certifying Investment permitted under this Agreement in good faith (a) any one or more businesses (provided that (A) no Specified Event of Default and no other Event of Default (other than such Investment in respect of any covenants hereunder) has occurred and business 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 form of the foregoing, such Net Asset Sale Proceeds shall have been deposited acquisition of capital Stock and results 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries Subsidiaries, as the case may be, owning an amount of the capital Stock of such business such that it constitutes a Subsidiary of Borrower, (b) properties, (c) capital expenditures or (d) other assets that, in each of (a), (b), (c) and if (d), replace the businesses, properties and assets that are the subject of such Net Asset Sale Proceeds or are from used or useful in 237 1021245.081077953.04A-CHISR02A - MSW the Permitted Business (clauses (a), (b), (c) and (d) together, the “Additional Assets”); provided further that to the extent that the assets that were subject to the Asset Sale constituted ABL Priority Collateral (as defined in the ABL-Notes Intercreditor Agreement), such Additional Assets shall also constitute ABL Priority Collateral (and Borrower or its Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such Investment constituting ABL Priority Collateral to be added to the ABL Priority Collateral securing the Obligations. For purposes of the foregoing and determining whether assets subject to an Asset Sale constitute ABL Priority Collateral, the sale or other disposition of all or Stock of 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default Person shall be deemed to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest (so long treated as such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 of such Person and assets sold shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of allocated between Notes Priority Collateral and ABL Priority Collateral (as each such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described term is defined in the immediately preceding clause (ii), Holdings or Tronox US shall cause such NonABL-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution Notes Intercreditor Agreement) in accordance with Section 3.5(c) of the provisions hereofABL-Notes Intercreditor Agreement, as if the allocation therein would apply to such Asset Sale. Pursuant to the first proviso of this subclause (2), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as Borrower or any of its Subsidiaries enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds. Any Net Cash Proceeds from the Asset Sales covered by this subclause (2) that are not invested or applied as provided and within the time period set forth above will be deemed to constitute “Excess Proceeds” and within 15 business days after the aggregate amount of Excess Proceeds exceeds $5,000,000, Borrower shall make an Offer to Prepay an amount equal to the Excess Proceeds. To the extent that the aggregate amount of Loans that are accepted for prepayment pursuant to an Offer to Prepay is less than the Excess Proceeds, Borrower may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall 238 1021245.081077953.04A-CHISR02A - MSW be reset at zero. After Borrower or any of its Subsidiaries has applied the Net Cash Proceeds from any Asset Sale of any Collateral as provided in, and within the time periods required by, this clause (2), Borrower may use the balance of such Net Cash Proceeds, if any, from such Asset Sale of Collateral for any purpose not prohibited by the terms of this Agreement.

Asset Sales. No Subject to Section 2.13(i), not later than the fifth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale ProceedsSale, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Borrowings 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 100% of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent no later than Proceeds; provided that the fifth Borrower may, at least one Business Day following prior to the date of receipt of such Net Asset Sale Proceeds the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer certifying in good faith of the Borrower to the effect 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 the Borrower intends 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), cause such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted (or a portion thereof specified in such certificate) 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in non-current assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings the Borrower and its Restricted Subsidiaries or any in Permitted Acquisitions or other Acquisitions, in each case, within 365 days after the receipt 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 Proceeds, and agreed certifying that, with respect to any Net Asset Sale Proceeds covered by such certificate as of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth abovedate thereof, (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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such period (or within a period of 270 days thereafter if by the end of such initial 365-day period the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party to so reinvest such Net Proceeds) shall be applied to prepay the 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 Asset Sale that would otherwise be required pursuant to this Section 2.13(a) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Section 6.1(e) Indebtedness, 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 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 amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.13(a) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such 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 Borrowings, in each case at the time of occurrence of such Asset Sale, and (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 in the Credit Documents shall be excluded from this prepayment obligation to event the extent applicable law or regulation prohibits transfer holders of such proceeds 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 Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to prepay the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofBorrowings.

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.16(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 provided that (Ai) 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, (ii) 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 Business Day after extent that the end amount of such 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 Proceeds is not reinvested); providedgreater 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 the lesser of (x) $250,000,000 and (y) 15% of Consolidated Total Assets of Borrower and its Subsidiaries, howeverBorrower shall have the 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 general type that (i) no reinvestment otherwise permitted hereunder are used or useful in the business of Borrower and its Subsidiaries, which 365-day period may be made extended by an additional 180 days if at Borrower shall have provided to Administrative Agent a binding commitment to reinvest such amounts; provided further that the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by Borrower or any of its Subsidiaries in connection with a Non-US Entity from a sale or other disposition Piedmont Disposition shall not be required to be used to prepay the Loans and/or reduce the Revolving Commitments so long as, as of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer date of such proceeds to Borrower 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 a Guarantor; Piedmont Green Power, LLC remain outstanding and (iii) if such Net Asset Sale Proceeds are not subject to 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 restrictions described Effective Date has been repaid in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereoffull.

Asset Sales. No later than Upon the fifth consummation of any Asset Sale by the Parent Borrower or any Subsidiary, within ten (10) Business Day following Days after the date of receipt by Holdings Parent Borrower’s or any of its Subsidiaries 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 Asset Sale ProceedsSale, the Parent Borrower shall prepay or cause to be prepaid make a mandatory prepayment of the Loans as and cash collateralize the Reimbursement Obligations, subject to the provisions governing the application of payments set forth in Section 2.12(b) 2.4(d), in an aggregate amount equal to the Relevant Prepayment Percentage of such Net Asset Sale Cash Proceeds; providedprovided that if the Parent Borrower shall deliver to the Agent a certificate of an Authorized Officer to the effect that the Parent Borrower or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 270 days after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the 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 this Section 2.11(a) paragraph in respect of the Net Cash Proceeds specified in 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 certificate; provided further 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 at 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 30 270 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default prepayment 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) required in an aggregate amount equal to any such Net Asset Sale Cash Proceeds that have not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofbeen so applied.

Asset Sales. No later than the fifth seven Business Day Days following the date of receipt by Holdings Borrower 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(b2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; providedprovided that so long as no Event of Default shall have occurred and be continuing, that no prepayment shall be required pursuant Borrower or any of its Subsidiaries may invest an amount equal to this Section 2.11(a) in respect all or any portion 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 received from Asset Sales of assets within 365 days of receipt thereof in real estate, equipment and other tangible assets, Intellectual Property or Intellectual Property licenses useful in the business of such Borrower and its Subsidiaries (or any similar or related or ancillary business), in which case the amount of 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 so invested shall not be required to be prepaid and shall not be permitted applied to be reinvested hereunder until prepay the earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution of Loans pursuant to this Section 2.14(a). Notwithstanding 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 received 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries and if such Net from any 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 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 Business Day after the end of such Permitted Reinvestment Period applied to prepay the Loans as set forth in Section 2.12(b2.15(b) without giving effect to the proviso in this Section 2.14(a), until such time that (i) the Borrower delivers (x) the 2015 Year End Financial Information and (y) the 2016 First Quarter Financial Information and (ii) on a Pro Forma Basis after giving effect to such prepayments, the Leverage Ratio of the Borrower and its Subsidiaries is less than 4.50 to 1.00, as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Sections 5.1(a) or (b). (b) Insurance/Condemnation Proceeds. No later than seven Business Days following the date of receipt by Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $25,000,000 in the aggregate in any Fiscal Year, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested)Insurance/Condemnation Proceeds; providedprovided that, however, that (i) so long as no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has shall have occurred and is be continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Nonany of - 76 -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. No Together 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 $1,000,000,000 in the aggregate (such excess amount, the “Excess Disposition Proceeds”) then, not later than five Business Days after the fifth 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 Day following Days after the date of receipt by Holdings or any of its Subsidiaries of any such Net Asset Sale ProceedsCash Proceeds Statement was required to be delivered), the Borrower shall prepay or cause to be prepaid apply 50% of such Excess Disposition Proceeds towards the prepayment of (A) the Loans and the 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 2.12(b2.04(i)) 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 the EDC Indebtedness (and if such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend but only to cure (if such cure is possiblethe extent required under the EDC Credit Agreement), or obtain a waiver in respect ofpro 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, for such Event purpose, as outstanding loans, the aggregate outstanding LC Exposure and the unused portion of Default within 30 days after the date of delivery of such certificate (it being understood and agreed that, solely in Commitments); provided that the circumstances contemplated by this clause (B), such Net Asset Sale Proceeds Borrower shall not be required to be prepaid and shall not be permitted 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 hereunder until (or has been reinvested) in any assets used or to be used by the earlier of such cure (if such cure is possible) or waiver Borrower and the end of such 30 day period (and pending resolution of the foregoing, such Net Asset Sale Proceeds shall have been deposited its Subsidiaries in the Blocked Reinvestment Account) and if such cure (if such cure is possible) same or waiver has not occurred by the end similar or related line 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))business, and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest2) 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 related Asset Sale Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofRecovery Event.

Asset Sales. No later than the fifth In addition to any other mandatory repayments or commitment reductions pursuant to this Section 2.05(b), within five Business Day following the Days after each date of receipt by Holdings or upon which any of its Subsidiaries of Company receives any Net Asset Sale Proceeds, an amount equal to 100% of such Net Asset Sale Proceeds shall be applied as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Section 2.05(b)(vii), provided that the Net Asset Sale Proceeds received by any Company in connection with any Asset Sale (including the proceeds of a Permitted Sale-Leaseback Transaction and any proceeds received in connection with a Permitted Exchange or a Permitted Hospital Swap) shall not give rise to a mandatory repayment so long as (i) no Material Default or Event of Default shall have occurred and be continuing on the date of receipt of such Net Asset Sale Proceeds, (ii) either (x) the aggregate amount of Net Asset Sale Proceeds not applied pursuant to this proviso does not exceed (A) with respect to Net Asset Sale Proceeds in connection with Permitted Sale-Leaseback Transactions, $50,000,000 in the aggregate, (B) with respect to Net Asset Sale Proceeds in connection with the sale or issuance of equity interests in Subsidiaries to Hospital Investment Program Participants ("Syndication Proceeds"), $25,000,000 per fiscal year, and (C) with respect to all other Net Asset Sale Proceeds (including Syndication Proceeds in excess of $25,000,000 in such fiscal year), $35,000,000 per fiscal year; provided further that Net Asset Sales Proceeds shall only be applied as a mandatory repayment of outstanding Loans in accordance with the requirements of Section 2.05(b)(vii) to the extent such proceeds exceed the applicable amounts specified in clauses (A), (B) and (C), or (y) if such Net Asset Sale Proceeds result from a Permitted Exchange or a Permitted Hospital Swap, such proceeds are reinvested in accordance with the provisions of the immediately following clause (iii), and (iii) the Borrower shall prepay or cause delivers an officer's certificate to be prepaid the Loans as Administrative Agent within five Business Days after the date of receipt of such Net Asset Sale Proceeds stating that the conditions set forth in Section 2.12(bclauses (i) in and (ii) are satisfied and that an aggregate amount equal to such Net Asset Sale Proceeds; provided, that no prepayment Proceeds shall be required pursuant (A) used to this Section 2.11(apurchase equipment or other Property (or make improvements to existing Property) useful in a Permitted Business (including Capital Stock of a Person engaged in such business) of the Borrower and the Subsidiaries (such Property being "Eligible Assets") or (B) invested in a Permitted Greenfield Construction Project, within (x) 730 days if the proposed reinvestment is a Permitted Greenfield Construction Project, or (y) 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 all other cases, 365 days following the date of receipt of such Net Asset Sale Proceeds a (which certificate of shall set forth (or if not set forth in such certificate, in 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 additional certificate to cure (if such cure is possible), or obtain a waiver in respect of, such Event of Default be delivered within 30 thirty days after the date of delivery receipt 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)), ) the estimates of the proceeds to be so expended and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in assets other information with respect to which the Collateral Agent will have a Lien of at least the same priority such reinvestment as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvestedAdministrative Agent may reasonably request); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at in either case the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and applicable Subsidiary shall have three (iii3) if such Net Asset Sale Proceeds are not subject to years following the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute date of receipt of such Net Asset Sale Proceeds to complete such purchase of Eligible Assets or investment in a Permitted Greenfield Construction Project, as applicable, if (w) the intended purchase or improvement or Permitted Greenfield Construction Project, as applicable, cannot be completed within such 365 day or 730 day period, as applicable, (x) the Borrower promptly or the applicable Subsidiary, during the 365 day period after its receipt thereof for distribution of such Net Asset Sale Proceeds, has entered into binding commitments with third parties to complete such purchase or improvement or Permitted Greenfield Construction Project, (y) the Borrower or such Subsidiary pursues the completion of such purchase or improvement or Permitted Greenfield Construction Project and (z) the Borrower, during the 365 day period after its receipt of such Net Asset Sale Proceeds, delivers an officer's certificate to the Administrative Agent certifying as to compliance with clause (w) through (y) of this proviso; and provided further, that if all or any portion of such Net Asset Sale Proceeds referred to in preceding proviso are not so used within the 365 day, 730 day or three (3) year period, as applicable, following the date of the respective receipt of such Net Asset Sale Proceeds, such remaining portion not so used shall be applied on such 365th day, 730th day or last day of the three (3) year period, as applicable (or, if such date shall not be a Business Day, the immediately preceding Business Day) as a mandatory repayment of principal of outstanding Loans in accordance with the provisions hereofrequirements of Section 2.05(b)(vii); provided that so long as no Material Default or Event of Default shall have occurred and be continuing, no mandatory repayment shall be required hereunder until the aggregate amount of Net Asset Sale Proceeds which have not previously been applied as a mandatory repayment equals at least $5,000,000. If the Borrower is required to apply any portion of asset sale proceeds to prepay or offer to prepay Indebtedness evidenced by the Senior Subordinated Notes or Permitted Subordinated Refinancing Indebtedness (under the terms of the Senior Subordinated Notes Indenture or the documentation relating thereto, as the case may be), then notwithstanding anything contained in this Agreement to the contrary the Borrower shall apply (or cause to be applied) such asset sale proceeds as a mandatory prepayment of the principal of the outstanding Loans in accordance with requirements of Section 2.05(b)(vii).

Asset Sales. No later than the fifth three (3) Business Day Days following the date of receipt by Holdings Company or any of its Subsidiaries of any Net Proceeds from Asset Sale ProceedsSales in excess of $3,000,000 in the aggregate in any Fiscal Year (other than with respect to any Net Proceeds from [***] in excess of [***]), Borrower Company shall prepay or cause the ABL Loans and the Term Loan (subject to be prepaid the Loans applicable provisions of the Intercreditor Agreement) as set forth in Section 2.12(b2.13(a) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that no other than with respect to the Net Proceeds from [***] that are subject to the mandatory prepayment shall be required pursuant to requirements of this Section 2.11(a2.12(a) in respect (for which no reinvestment 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 possiblebe permitted), or obtain a waiver in respect of, such Event of Default within 30 days after the date of delivery of such certificate so long as (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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (xi) 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a 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 other disposition 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 (iv) Company or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of property such monies, Company and its Subsidiaries shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any Fiscal Year to the costs of replacement of the assets that are the subject of such sale or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation disposition, unless and to the extent that either (x) such applicable law period shall have expired without such replacement, purchase or regulation prohibits transfer construction being made or completed, or (y) there shall occur an Event 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 the ABL Loans as required by Section 2.13, on the last day of such proceeds to Borrower specified period or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described immediately, in the immediately preceding clause (ii), Holdings case of an Event of Default that is continuing. Nothing contained in this Section 2.12(a) shall permit Company or Tronox US shall cause such Non-US Entity any of its Subsidiaries to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution sell or otherwise dispose of any assets other than in accordance with the provisions hereofSection 6.9.

Asset Sales. (i) No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries Credit Party of any Net Asset Sale ProceedsProceeds in excess of $250,000 in the aggregate since the Closing Date, Borrower Company shall prepay or cause to be prepaid the Loans Obligations 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds (which amount shall not reinvestedinclude any Prepayment Premium on the Obligations so prepaid); provided, howeverthat 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 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 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 so long as any such individual or aggregate investment in the amount of $250,000 or more has been consented to by Administrative Agent); provided, further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be held at all times prior to such reinvestment in a Controlled Account. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) no reinvestment otherwise permitted hereunder may be made if at the time last day of any such reinvestment one hundred eighty (180) day period, and (ii) the date of the occurrence of an Event of Default has occurred Default, Company shall remit, and is continuingAdministrative Agent shall apply, (ii) such Asset Sale Reinvestment Amounts to the Obligations as set forth in Section 2.14(b). Notwithstanding anything to the contrary set forth above, if any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted required to be prepaid under the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iiiSection 2.13(a)(i) if such Net Asset Sale Proceeds are not subject to the restrictions described result in the immediately preceding clause prepayment of greater than twenty five percent (ii)25.0%) of the outstanding Term Loans in connection with any Asset Sale, Holdings or Tronox US in the aggregate in connection with any series of related Asset Sales, Company shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to pay the Borrower promptly after receipt thereof for distribution applicable Prepayment Premium in accordance with respect of all amounts so prepaid in excess of twenty five percent (25.0%) of the provisions hereofoutstanding Term Loans.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings Parent, the Borrower or any of its their respective Subsidiaries of any Net Cash Proceeds in excess of $1,000,000 in respect of any Asset Sale Proceeds(other than Asset Sales permitted by Section 6.08 (h), (i) or (k)), the Borrower shall give written notice to the Administrative Agent of such Asset Sale and prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such 100% of the amount of such Net Asset Sale Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.11(a) Cash Proceeds 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 fourth Business Day following the date of receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith Cash Proceeds; provided that (Ai) 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) so long as no Event of Default in respect of any covenants hereunder has shall have 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 be Continuing at the time of Default within 30 days after the date of delivery receipt of such certificate proceeds and (it being understood and agreed thatii) upon written notice to the Administrative Agent, solely in directly or through one or more of its Subsidiaries, the circumstances contemplated by this clause (B), Borrower shall have the option to invest such Net Asset Sale Cash Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier within two hundred seventy (270) days of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution receipt thereof in assets 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) general type owned by 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful used in the business of Holdings the Borrower and its Subsidiaries (provided that if, prior to the expiration of such two hundred seventy (270) day period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional ninety (90) day period, such two hundred seventy (270) day period shall be extended to the date provided for such investment in such binding agreement). Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least two Business Days prior to the prepayment date, to decline all 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 prepayment of its Loans pursuant to this Section 2.11(b), in Equity Interests (it being understood and agreed that, with respect which case the aggregate amount of the prepayment that would have been applied to any Net Asset Sale Proceeds covered by such certificate of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default prepay Loans but was so declined 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 retained by the first Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofBorrower.

Asset Sales. No later than In addition to any other mandatory repayments pursuant to this Section 5.02, on each date on or after the fifth Business Day following Initial Borrowing Date upon which the date of receipt by Holdings Borrower or any of its Subsidiaries of receives any Net cash proceeds from any Asset Sale ProceedsSale, 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 100% of the Net Asset Sale Proceeds; provided, that no prepayment Proceeds therefrom shall be required pursuant applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 5.02(h) and (i); provided that with respect to this Section 2.11(a) no more than $5,000,000 in respect the aggregate of such cash proceeds from Asset Sales in any fiscal year of the Borrower, the 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 therefrom shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of so applied on 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 date so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be deemed used to have occurred merely because Holdings previously purchase assets used or to be used in the business permitted pursuant to Section 10.15 (including, without limitation (but only to the extent permitted by Section 10.02), the purchase of the assets or 100% of the capital stock of a Person engaged in such businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided a certificate indicating its intent further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest (so long as the Net Sale Proceeds from such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period to prepay the Loans Asset Sale as set forth above), such remaining portion shall be applied on the 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 2.12(b5.02(e) in an aggregate amount equal without regard to such the preceding proviso. Notwithstanding the foregoing, Net Asset Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not reinvestedbe required to be applied to a mandatory prepayment of Term Loans pursuant to this Section 5.02(e); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings the Initial Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Asset Sale ProceedsProceeds in excess of $10,000,000 in the aggregate during any twelvemonth period, the Borrower Representative shall prepay or cause the Term Loans, subject to be prepaid the Loans as set forth in Section 2.12(bSections 2.13(g) and 2.14(b) in an aggregate amount equal to one hundred percent (100%) of 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 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 (including pursuant to a Permitted Acquisition) or to be contractually committed to be so reinvested (such amounts “Asset Sale Reinvestment Amounts”), within twelve (12) months following receipt of such Net Asset Sale Proceeds; provided, provided that no prepayment such Asset Sale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period 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 reinvested within 30 180 days after the date of delivery expiration of such certificate twelve (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 possible12) 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 month 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of that any such reinvestment an Event prepayment would be required, the Borrowers (or any Restricted Subsidiary of Default has occurred the Borrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any DOC ID - 36220401.1 other Indebtedness permitted hereunder, in each case, that is secured by the Collateral on a pari passu basis and that is continuingpari passu in right of payment, with the Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (iisuch 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 Asset Sale Proceeds, then the Borrower Representative may apply such portion of the Net Asset Sale Proceeds received by on a Non-US Entity from a sale or other disposition pro rata basis (determined on the basis of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to aggregate outstanding principal amount of the extent applicable law or regulation prohibits transfer Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject allocated to the restrictions described in Other Applicable Indebtedness shall not exceed the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute amount of such Net Asset Sale Proceeds required to be allocated to the Borrower promptly after receipt thereof for distribution 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 provisions 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 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 twelve (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. No later than Following the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale Proceedsafter the Closing Date, (x) at the option of the 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 a written notice of reinvestment delivered to the Administrative Agent, the Borrower may reinvest all or any portion of such Net Asset Sale Cash Proceeds in assets useful for which Holdings or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day its business within 90 days following the date of receipt of such Net Cash Proceeds; provided that (1) if the assets subject to such Asset Sale Proceeds a certificate of constituted Term Priority Collateral, such reinvestment may not be made in assets other than non-current assets constituting Term Priority Collateral (2) if 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 shall have occurred and is be 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 Borrower shall not be permitted to be reinvested hereunder until make any such reinvestments (other than pursuant to a legally binding commitment that the earlier Borrower entered into at a time when no Event of such cure (if such cure is possible) Default existed 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)was continuing), and (C3) during if the Permitted Reinvestment Period, Holdings and its Subsidiaries intend assets subject to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds 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 on the last day of such 90-day period specified in clause (x) shall be applied to the 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 which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries (A) Extraordinary Receipts; and if such (B) Net Asset Sale Cash Proceeds are from an Asset Sale by (1) a Foreign Subsidiary of all or a portion of the Borrower except to the extent that any Facility such Net Asset Sale Proceeds shall not proceeds are repatriated to the United States (such amount to be reinvested in Equity Interests (it being understood and agreed that, with respect to any Net Asset Sale Proceeds covered by such certificate net of an Authorized Officer that are not reinvested during the 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in an aggregate 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 Net Asset Sale Proceeds not reinvestedrepatriation, as reasonably determined by the Borrower in consultation with the Administrative Agent); provided, however, that which the Loan Parties will use commercially reasonable efforts to cause to occur as soon as possible without causing adverse tax consequences or (i2) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred Xxxxxxxx International LLC unless and is continuing, (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 extent applicable law or regulation prohibits transfer of that such proceeds are dividended, loaned or otherwise transferred to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofLoan Party.

Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings Borrower or any of its domestic Subsidiaries of any Net Asset Sale ProceedsProceeds (or on the 180th or 271st day, as the case may be, if the first proviso hereto applies), Borrower shall prepay or cause prepay, subject to be prepaid the provisions of Section 2.04(c) below, the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; providedprovided that, that so long as no prepayment Event of Default shall have occurred and be required pursuant to this Section 2.11(a) in respect of continuing, Borrower need not so apply such Net Asset Sale Proceeds for which Holdings so long as Borrower or Tronox US shall have delivered one or more of its Subsidiaries (A) commits to Administrative Agent no later than the fifth Business Day following the date of receipt of invest such Net Asset Sale Proceeds a certificate within one hundred eighty (180) days of an Authorized Officer certifying in good faith that (A) no Specified Event of Default receipt thereof and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event thereafter invests such Net Asset Sale Proceeds within two hundred seventy (270) days of Default receipt thereof in respect assets 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 general type used in the circumstances contemplated business of Borrower and its Subsidiaries (including acquisitions of assets by this clause (Bway of stock purchase, merger or acquisition of assets of a company or business unit in compliance with Section 7.08); provided, further, pending any such investment all such Net Asset Sale Proceeds shall not be required (x) applied to be prepaid and shall not be permitted prepay Revolving Loans to be reinvested hereunder until the earlier of such cure extent outstanding (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 without a reduction 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 Revolving Commitments but subject to be prepaid the Loans as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) Revolving Commitments in an aggregate amount equal to such Net Asset Sale 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 reinvestedapply with respect to such amount); provided) on the last day of the current Interest Period(s) thereof, however, that or (iy) no reinvestment otherwise permitted hereunder may be made if at the invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if as such Net Asset Sale Proceeds are not subject to the restrictions described applied in the immediately preceding clause (ii)payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance together with the provisions hereofamounts set forth in Section 3.05.

Asset Sales. No Not later than the fifth third Business Day following the date of receipt by Holdings Parent or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale Proceedsby any Credit Party, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Borrowings in an aggregate amount equal to such Net Asset Sale Proceeds; providedprovided that, that no prepayment shall be required pursuant to this Section 2.11(a) except in the case of Net Proceeds in respect of such Asset Sales made pursuant to Section 6.4(a)(xiv) in any Fiscal Year that, together with all 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 other Asset Sales made pursuant 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 (C6.4(a)(xiv) during the Permitted Reinvestment Periodsuch Fiscal Year, Holdings and its Subsidiaries intend to reinvest (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 same priority exceed $500,000,000, so long as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate indicating its intent of an Authorized Officer of each of Parent and the Borrower to reinvest the effect that the Borrower intends to cause such Net Proceeds (so long as or a portion thereof specified in such certificate was not submitted certificate) to be reinvested in bad faithassets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) and within 365 days after the receipt of such Net Proceeds (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after within 180 days following the end of such Permitted Reinvestment Period 365-day period if a binding agreement so to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to reinvest such Net Asset Sale Proceeds not reinvestedis entered into within such 365-day period); provided, howeverand certifying that, that (i) as of the date thereof, no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has occurred and is continuing, (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 in which case during such period the Credit Documents Borrower shall not be excluded from this required to make such prepayment obligation to the extent applicable law or regulation prohibits transfer of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such proceeds 365-day period (as such period may be extended as set forth above) shall be applied to Borrower or a Guarantor; and (iii) if prepay the Borrowings promptly upon the expiration of such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofperiod.

Asset Sales. No later than If at any time the fifth Company intends to consummate any Asset Sale in any Fiscal Year (which Asset Sale, when taken together with any other Asset Sales in the same Fiscal Year, 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, accrued and unpaid premium, if any, 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 succeeding 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 receipt by Holdings consummation of such Asset Sale. In addition, to the extent that the Company receives any cash or any of its Subsidiaries cash equivalents upon the sale, conversion, collection or other liquidation of any Net non-cash proceeds from such Asset Sale ProceedsSale, Borrower the Company shall prepay or cause notify the Holder in writing within one (1) Business Day of such receipt. The Holder may, within five (5) Business Days after receipt of such written notice, direct the Company 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 make a mandatory prepayment shall be required pursuant to under this Section 2.11(a5(a) in respect of with such Net Asset Sale Proceeds for which Holdings cash or Tronox US cash equivalents and, if the Holder so directs the Company, the Company shall have delivered to Administrative Agent no later than the fifth make such mandatory prepayment within one (1) Business Day following the date of its 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofHolder's notice.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries Credit Party of any Net Asset Sale ProceedsProceeds 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), Borrower the Companies shall prepay or cause to be prepaid the Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.12(b2.13(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(a) in respect of such Administrative Agent, the Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds for which Holdings (the “Asset Sale Reinvestment Amounts”) in (i) long-term productive assets of the general type used in the business of the Companies if such assets are purchased or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day constructed within one hundred eighty days following the date of receipt of such Net Asset Sale Proceeds a certificate (and so long as any such individual or aggregate investment is not in excess of an Authorized Officer certifying in good faith that $250,000 or, if consented to by Administrative Agent, more); or (ii) Permitted Acquisitions if (A) no Specified Event a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty days following receipt of Default such Net Asset Proceeds and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event the transaction contemplated by such purchase agreement is consummated within one hundred eighty days of Default receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the option of the Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in respect Revolving Commitments) and, to the 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 reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not applied to the Obligations or reinvested by the Companies prior to the earliest of any covenants hereunder has occurred and is continuing (and if 1) the last day of such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure one hundred twenty day period (if such cure is possiblea definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the other provisions of this Agreement), or obtain (2) the last day of such one hundred eighty day period (if a waiver definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in respect ofaccordance with the other provisions of this Agreement), such Event of Default within 30 days after and (3) the date of delivery the occurrence of an Event of Default, Administrative Agent shall apply 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 Reinvestment Amounts 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 Obligations as set forth in Section 2.12(b) with such Net Asset Sale Proceeds2.13(b)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than Within five Business Days after any Net Proceeds are received by or on behalf of the fifth Business Day following the date of receipt by Holdings Company or any of its Subsidiaries Restricted Subsidiary in respect of any Net Asset Sale ProceedsSale, Borrower the Company shall prepay or cause to be prepaid the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, provided that no a prepayment of the Term Loans shall be required pursuant to this Section 2.11(a2.09(d)(ii) only to the extent that the aggregate Net Proceeds of all Asset Sales during the term of this Agreement not otherwise applied in respect 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 Asset Sale Proceeds for which Holdings may be reinvested in the business of the Company or Tronox US shall have delivered to Administrative Agent no later than any of its Subsidiaries so long as, within 12 months after the fifth Business Day following the date of receipt of such Net Asset Sale Proceeds, such reinvestment shall have been consummated or the Company or one or more of its Restricted Subsidiaries shall have entered into a 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 certified by the Company in writing to the Agent); provided that on or prior to such fifth Business Day after the receipt of 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 a certificate in accordance with this Section 2.09(d)(ii)(B); and (C) any Net Proceeds not so applied by the conclusion of an Authorized Officer certifying the 12th or 18th month, as the case may be, shall be immediately applied to the prepayment of the Term Loans as set forth in good faith that (A) no Specified Event of Default and no other Event of Default (other than this Section 2.09(d)(ii). Notwithstanding anything herein to the contrary, Net Proceeds 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 an Asset Sale Proceeds that are received by a Foreign Subsidiary shall not be required to be prepaid and shall not be permitted pursuant to be reinvested hereunder until this Section 2.09(d)(ii) to the earlier extent that the repatriation of such cure (if Net Proceeds to fund 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, prepayment (x) no Default is prohibited, restricted 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 delayed by applicable law or (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth would result in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested)material adverse tax consequences; provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described provided in the immediately preceding case of the foregoing clause (ii), Holdings or Tronox US y) that each of the Company and the applicable Foreign Subsidiary shall cause use commercially reasonable efforts to eliminate such Non-US Entity tax effects in its reasonable control in order to distribute make such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofprepayment.

Asset Sales. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings the Initial Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Asset Sale ProceedsProceeds from an Asset Sale pursuant to Section 6.09(d) in excess of $15,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay or cause the Term Loans, subject to be prepaid the Loans as set forth in Section 2.12(bSections 2.13(g) and 2.14(b) in an aggregate amount equal to the Applicable Net Proceeds Percentage of such Net Asset Sale Proceeds in excess of $15,000,000; 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 five-Business-Day period noted above stating that such Net Asset Sale Proceeds are expected to be reinvested in assets used or useful in the business of the Initial Borrower and its Restricted Subsidiaries (including pursuant to a Permitted Acquisition) or to be contractually committed to be so reinvested (such amounts “Asset Sale Reinvestment Amounts”), within twelve (12) months following receipt of such Net Asset Sale Proceeds; provided, provided that no prepayment such Asset Sale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period 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 reinvested within 30 180 days after the date of delivery expiration of such certificate twelve (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 possible12) 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 month 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of that any such reinvestment an Event prepayment would be required, the Borrowers (or any Restricted Subsidiary of Default has occurred and the Borrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any other Indebtedness permitted hereunder, in each case, that is continuingsecured by the Collateral on a pari passu basis with the Initial Term Loans, pursuant to the terms of the documentation governing such Indebtedness (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale such Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or other disposition of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii)pari passu secured Indebtedness, Holdings or Tronox US shall cause such 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.“Other

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds of Term Priority Collateral (or, Borrower after the Discharge of ABL Obligations, Net Asset Sale Proceeds of any Collateral), Company shall offer to prepay or cause to be prepaid the Loans as set forth in Section 2.12(bSections 2.14(b) and 2.14(d) 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing on or as of such first Business Day, 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 its Subsidiaries, to invest Net Asset Sale Proceeds within 365 days of receipt thereof in long-term productive assets of the general type used in the business of Company and its Subsidiaries or to make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries (it being expressly agreed that any Net Asset Sale Proceeds not so invested shall be immediately offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time that Net Asset Sale Proceeds not so invested shall equal or exceed $5,000,000 in the 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 certificate indicating its intent to reinvest 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 was not submitted of an officer of Company certifying that such funds shall, upon release of such funds, be applied in bad faithaccordance this Section 2.13(a) and (y) Holdings to the extent such amounts are not applied in accordance with, and at the times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period immediately paid over to prepay the Loans Administrative Agent to be applied, as set forth in Section 2.12(b) in an aggregate amount equal to such 2.14(b)); provided, further, that notwithstanding the foregoing, the Net Asset Sale Proceeds not reinvestedfrom 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); provided. In the event that prior to the Discharge of the ABL Obligations Holdings, howeverCompany or its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a Subsidiary or is a sale of a division or line of business, that then, for purposes of determining the amount of any prepayment required to be made or offered hereunder, a portion of the proceeds of such Asset Sale in an amount equal to (i) no reinvestment otherwise permitted hereunder may be made if at the time net book value of any all accounts receivable included in such reinvestment an Event of Default has occurred and is continuing, Asset Sale plus (ii) any Net the appraised fair market value of all inventory included in such Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted (based on the most recent appraisal delivered under the Revolving Credit Documents Facility) shall be excluded from this treated as ABL Priority Collateral and shall not give rise to a prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofhereunder.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries Credit Party of any Net Asset Sale ProceedsProceeds 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), Borrower the Companies shall prepay or cause to be prepaid 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 Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(a) in respect of such Administrative Agent, the Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds for which Holdings (the “Asset Sale Reinvestment Amounts”) in (i) long-term productive assets of the general type used in the business of the Companies if such assets are purchased or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day constructed within one hundred eighty days following the date of receipt of such Net Asset Sale Proceeds a certificate (and so long as any such individual or aggregate investment in the amount of an Authorized Officer certifying in good faith that $125,000 or more has been consented to by Administrative Agent and Requisite Lenders) or (ii) Permitted Acquisitions if (A) no Specified Event a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty days following receipt of Default such Net Asset Proceeds and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event the transaction contemplated by such purchase agreement is consummated within one hundred eighty days of Default receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the option of the Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in respect Revolving Commitments) and, to the 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 reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested by the Companies prior to the earliest of any covenants hereunder has occurred and is continuing (and if 1) the last day of such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure one hundred twenty day period (if such cure is possiblea definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the other provisions of this Agreement), or obtain (2) the last day of such one hundred eighty day period (if a waiver definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in respect ofaccordance with the other provisions of this Agreement), such Event of Default within 30 days after and (3) the date of delivery the occurrence of an Event of Default, Administrative Agent shall apply 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 Reinvestment Amounts 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 Obligations as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries Credit Party of any Net Asset Sale ProceedsProceeds in excess of $250,000 in the aggregate since the Restatement Date (excluding, Borrower for the avoidance of doubt, any proceeds of the Restatement Date Disposition), the Companies shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(a) in respect of such Administrative Agent, the Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds for which Holdings (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of the Companies if such assets are purchased or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day constructed within one hundred eighty (180) days following the date of receipt of such Net Asset Sale Proceeds (and 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 (2) Permitted Acquisitions if (x) a certificate definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of an Authorized Officer certifying 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 be held at all times prior to such reinvestment, in good faith a Controlled Account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested by the Companies prior to the earliest of (Ai) no Specified Event the last day of Default and no 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 other Event provisions of Default (other than in respect of any covenants hereunder) has occurred and is continuingthis Agreement), (Bii) no Event the last day of Default in respect of any covenants hereunder has occurred and is continuing such one hundred eighty (and if such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure 180) day period (if such cure is possiblea 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), or obtain a waiver in respect of, such Event of Default within 30 days after and (iii) the date of delivery the occurrence of an Event of Default, Administrative Agent may apply 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 Reinvestment Amounts 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 Obligations as set forth in Section 2.12(b) with such Net Asset Sale Proceeds2.14(b)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No Not later than the fifth third Business Day following the date of receipt by Holdings Parent or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale Proceedsby any Credit Party, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Borrowings in an aggregate amount equal to such Net Asset Sale Proceeds; providedprovided that, that no prepayment shall be required pursuant to this Section 2.11(a) except in the case of Net Proceeds in respect of such Asset Sales made pursuant to Section 6.4(a)(xiv) in any Fiscal Year that, together with all 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 other Asset Sales made pursuant 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 (C6.4(a)(xiv) during the Permitted Reinvestment Periodsuch Fiscal Year, Holdings and its Subsidiaries intend to reinvest (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 same priority exceed $100,000,000, so long as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate indicating its intent of an Authorized Officer of each of Parent and the Borrower to reinvest the effect that the Borrower intends to cause such Net Proceeds (so long as or a portion thereof specified in such certificate was not submitted certificate) to be reinvested in bad faithassets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) and within 365 days after the receipt of such Net Proceeds (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after within 180 days following the end of such Permitted Reinvestment Period 365-day period if a binding agreement so to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to reinvest such Net Asset Sale Proceeds not reinvestedis entered into within such 365-day period); provided, howeverand certifying that, that (i) as of the date thereof, no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has occurred and is continuing, (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 in which case during such period the Credit Documents Borrower shall not be excluded from this required to make such prepayment obligation to the extent applicable law or regulation prohibits transfer of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such proceeds 365-day period (as such period may be extended as set forth above) shall be applied to Borrower or a Guarantor; and (iii) if prepay the Borrowings promptly upon the expiration of such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofperiod.

Asset Sales. No (i) Not later than the fifth ten (10) Business Day Days following the date receipt of receipt by Holdings any Net Cash Proceeds of any Disposition of any Property of any Credit Party or any of its Subsidiaries (other than the Excluded Subsidiaries (unless the Equity Interests of such Excluded Subsidiary constitutes Collateral in which case the proceeds from the sale of any of such Equity Interests shall be applied in accordance with this Section 2.8(c)) and except for Dispositions of the JV Interests or Dispositions of the type described in Sections 2.8(c)(iii), (d), (e), (f) and (g)) now owned or hereafter acquired, the Borrower shall send a written notice to Administrative Agent and each Lender specifying that it intends to use such Net Asset Sale Cash Proceeds to apply to the Obligations, the proposed repayment date, the principal amount of the applicable Loans to be repaid, the amount of accrued interest due in connection therewith and the amount of any Bridge Loan Exit Fee and/or Term Loan Exit Fee due and payable in connection therewith and within twenty (20) days after receipt of such Net Cash 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 apply 100% of such Net Asset Sale ProceedsCash Proceeds to make repayments of the Bridge Loan Obligations and Term Loan Obligations in accordance with Sections 2.8(h) and (i); provided, provided that no prepayment such repayment shall be required pursuant to under this Section 2.11(a2.8(c)(i) with respect to (A) Dispositions for fair market value resulting in respect no more than an aggregate of such $2,000,000 in Net Asset Sale Cash Proceeds for which Holdings or Tronox US shall have delivered per year, (B) any Disposition to Administrative Agent the extent no later than the fifth Business Day following Obligations are then outstanding on the date of receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith that Cash Proceeds, or (AC) no Specified Event of Default Dispositions permitted by Section 6.4(b) other than Sections 6.4(b)(iii)(A) and no other Event of Default (B), 6.4(b)(vi), 6.4(b)(vii), and 6.4(b)(xiii) (other than in respect of any covenants hereunder) has occurred regards to joint ventures that constitute Excluded Subsidiaries); and is continuingprovided, (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 further 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from such Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds, (I) within one (1) year of receipt thereof to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, in each case, to the extent that the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Lien granted pursuant to the Security Instruments in favor of the Administrative Agent for the benefit of the Secured Parties in accordance with Sections 5.8, 5.11, 5.12 and 6.15, including through Acquisitions permitted hereunder; provided a certificate indicating its intent that if any amount is so committed to reinvest be reinvested within such one-year period, but is not reinvested within the later to occur of (so long as x) six (6) months of the date of such certificate was not submitted in bad faith) commitment and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such 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 Proceeds not reinvested); providedone-year period, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution shall repay the Obligations in accordance with this Section 2.8(c)(i) in accordance with the provisions hereof.procedures outlined above without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within twenty (20) Business Days of receipt thereof; provided that if any amount is so committed to be reinvested but is not reinvested within twenty (20) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c)(i) in accordance with the procedures outlined above without giving further effect to such reinvestment right; and

Asset Sales. No Not later than the fifth third Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Asset Sale ProceedsProceeds in respect of any Disposition of assets made in reliance on Section 6.8(b)(v) or 6.8(b)(xi) (other than any such Disposition or Dispositions resulting, together with Insurance/Condemnation Events, in Net Proceeds not exceeding $5,000,000 during any Fiscal Year), the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Term Borrowings 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 100% 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 Proceeds; provided 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the General Administrative Agent and the Term Facility Agent a certificate indicating of an Authorized Officer of 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 non-current assets useful in the business of the Borrower and its intent to reinvest (so long as such certificate was not submitted Restricted Subsidiaries or in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day Permitted Acquisitions within 365 days after the end receipt of such Permitted Reinvestment Period to prepay Net Proceeds, and certifying that, as of the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provideddate thereof, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such period (or within a period of 365 days thereafter if by the end of such initial 365-day period the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party so to reinvest such Net Proceeds) 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 Disposition of assets that would otherwise be required by this Section 2.14(a) to be applied to prepay the Term Borrowings to prepay, repurchase or 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 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 Disposition of assets (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.14(a) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such 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 Disposition of assets, and (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 in the Credit Documents shall be excluded from this prepayment obligation to event the extent applicable law or regulation prohibits transfer holders of such proceeds 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 Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to prepay the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofTerm Borrowings.

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (it being understood that such Net Asset Sale Proceeds shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) following receipt thereof), Borrower Companies shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.14(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(i) 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default shall have occurred and be continuing, and (ii) (A) in the case of Net Asset Sale Proceeds resulting from Asset Sales (other than in respect of Asset Sales of the Windset Investment (which shall solely be the subject of clause (B) below or the second to last sentence of this Section 2.13(a)) or any Permitted Curation Sale (which shall solely be the subject of clause (C) below or the second to last sentence of this Section 2.13(a))), to the extent that, after giving effect to receipt of such Net Asset Proceeds, the aggregate Net Asset Sale Proceeds from all such Asset Sales during the period commencing on the Closing Date and ending on such date of determination do not exceed $5,000,000, (B) in the case of Net Asset Sale Proceeds resulting from Asset Sales of the Windset Investment, an amount of such Net Asset Sale Proceeds, if any, that is not subject to repayment in accordance with the second to last sentence of this Section 2.13(a) or (C) in the case of Net Asset Sale Proceeds resulting from Asset Sales constituting a Permitted Curation Sale, an amount of such Net Asset Sale Proceeds, if any, that is not subject to repayment in accordance with the second to last sentence of this Section 2.13(a) (such amounts, “Asset Sale Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the option to invest such Asset Sale Reinvestment Amounts within three hundred sixty-five (365) days of receipt thereof (as extended, if at all, in accordance with the proviso below, the “Asset Sale Reinvestment Period”) in long-term productive assets that constitute Term Loan Priority GS/Landec – Credit and Guaranty Agreement Collateral of the general type used in the business of (I) Companies, in respect of Asset Sale Reinvestment Amounts generated in accordance with clause (ii)(A) above (so long as any such individual or aggregate investment in the amount of $5,000,000 or more has been consented to by Administrative Agent and the Requisite Lenders) and (II) Lifecore or any of its Subsidiaries, in respect of any Asset Sale Reinvestment Amounts generated in accordance with clauses (ii)(B) or (ii)(C) above (such assets, “Additional Assets”); provided further, that the Asset Sale Reinvestment Period shall be extended for up to an additional one hundred eighty (180) days in respect of any Asset Sale Reinvestment Amounts where the Credit Parties have, on or before the expiration of the initial Asset Sale Reinvestment Period, entered into a definitive agreement for the purchase or other acquisition of Additional Assets. In the event that the Asset Sale Reinvestment Amounts are not reinvested in accordance with the provisions above prior to the earliest of (i) the last day of such Asset Sale Reinvestment 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). Prior to entering into any Asset Sale of assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Asset Sale Proceeds of such Assets shall be deposited into a deposit account subject to a Control Agreement whereby Administrative Agent has a First Priority security interest therein. If Administrative Agent does not receive prior written notice that Term Loan Priority Collateral is the subject of an Asset Sale, then the Credit Parties shall be deemed to have occurred merely because Holdings previously represented and warranted to Administrative Agent on the date such Asset Sale is consummated that none of the assets subject to such Asset Sale constitute Term Loan Priority Collateral. In addition to the foregoing, (i) 100% of the Net Asset Sale Proceeds resulting from an Asset Sale, in whole or in part, of the Windset Investment shall be used to prepay the Loans (a “Windset Sale”) and (ii) 100% of the Net Asset Sale Proceeds resulting from a Permitted Curation Sale shall be used to prepay the Loans; provided a certificate indicating its intent to reinvest (that, so long as no Default or Event of Default shall have occurred and be continuing, (x) in the case of the foregoing clause (i), if after giving effect to any such certificate was prepayment of the Loans from 100% of such Net Asset Sale Proceeds, if made, the Asset Sale Leverage Ratio would be less than 4.37 to 1.00, Companies shall only be required to prepay the Loans in an amount of such Net Asset Sale Proceeds such that, after giving effect to such prepayment of the Loans from such Net Asset Sale Proceeds, the Asset Sale Leverage Ratio would be equal to 4.37 to 1.00 (with the remainder of such Net Asset Sale Proceeds constituting Asset Sale Reinvestment Amounts subject to reinvestment in accordance with the provisions of this clause (x); provided that, to the extent at any time, or from time to time, during the applicable Asset Sale Reinvestment Period applicable to such Windset Sale, the Asset Sale Leverage Ratio would be greater than 4.37 to 1.00, any amount necessary to cause the Asset Sale Leverage Ratio to not submitted be greater than 4.37 to 1.00 shall cease to constitute Asset Sale Reinvestment Amounts and Companies shall, not later than the third Business Day following such occurrence, prepay the Loans in bad faithsuch amount as set forth in Section 2.14(b)) and (y) Holdings in the case of the foregoing clause (ii), if after giving effect to any such prepayment of the Loans from 100% of such Net Asset Sale Proceeds, if made, the Asset Sale Leverage Ratio would be less than 4.00 to 1.00, Companies shall only be required to prepay the Loans in an amount of such Net Asset Sale Proceeds such that, after giving effect to such prepayment of the Loans from such Net Asset Sale Proceeds, the Asset Sale Leverage Ratio would be equal to 4.00 to 1.00 (with the remainder of such Net Asset Sale Proceeds constituting Asset Sale Reinvestment Amounts GS/Landec – Credit and Guaranty Agreement subject to reinvestment in accordance with the provisions of this clause (y); provided that, to the extent at any time, or Tronox US from time to time, during the applicable Asset Sale Reinvestment Period applicable to such Permitted Curation Sale, the Asset Sale Leverage Ratio would be greater than 4.00 to 1.00, any amount necessary to cause the Asset Sale Leverage Ratio to not be greater than 4.00 to 1.00 shall cause Borrower cease to constitute Asset Sale Reinvestment Amounts and Companies shall, not later than the first third Business Day after the end of following such Permitted Reinvestment Period to occurrence, prepay the Loans in such amount as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested2.14(b); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings the Initial Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Asset Sale ProceedsProceeds in excess of $10,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay or cause the Term Loans, subject to be prepaid the Loans as set forth in Section 2.12(bSections 2.13(g) and 2.14(b) in an aggregate amount equal to one hundred percent (100%) of 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 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 (including pursuant to a Permitted Acquisition) or to be contractually committed to be so reinvested (such amounts “Asset Sale Reinvestment Amounts”), within twelve (12) months following receipt of such Net Asset Sale Proceeds; provided, provided that no prepayment such Asset Sale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period 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 reinvested within 30 180 days after the date of delivery expiration of such certificate twelve (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 possible12) 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 month 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of that any such reinvestment an Event prepayment would be required, the Borrowers (or any Restricted Subsidiary of Default has occurred the Borrowers) are required to prepay or offer to NAI-1537228099v31537241654v2 repurchase any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any other Indebtedness permitted hereunder, in each case, that is secured by the Collateral on a pari passu basis and that is continuingpari passu in right of payment, with the Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (iisuch 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 Asset Sale Proceeds, then the Borrower Representative may apply such portion of the Net Asset Sale Proceeds received by on a Non-US Entity from a sale or other disposition pro rata basis (determined on the basis of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to aggregate outstanding principal amount of the extent applicable law or regulation prohibits transfer Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject allocated to the restrictions described in Other Applicable Indebtedness shall not exceed the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute amount of such Net Asset Sale Proceeds required to be allocated to the Borrower promptly after receipt thereof for distribution 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 provisions 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 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 twelve (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. No later than the fifth Business Day following the date Within ten calendar days of receipt on or after the Second Amendment and Restatement Effective Date by Holdings or any Group Member of Net Cash Proceeds arising from any Sale by any Group Member of any of its Subsidiaries Collateral included in the Borrowing Base (other than Sales of property permitted under clauses (a), (c)(i) and (d) of Section 7.4 but provided that a sale of Stock of any Net Asset Subsidiary shall be deemed a Sale Proceedsof any such Collateral owned or held by such Subsidiary), the Borrower shall prepay pay or cause to be prepaid paid to the Loans as set forth in Section 2.12(b) Administrative Agent a prepayment 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 100% 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Cash Proceeds in assets accordance with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested)2.13 below; provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time within ten calendar days of any such reinvestment receipt, as long as no Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds. Upon the occurrence and during the continuation of a Default, the Group Members’ right to make Permitted Reinvestments shall be suspended and all Net Cash Proceeds described above shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default has occurred and is continuing, (iiunder Section 8.1(e)) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition be used to prepay the outstanding principal amount of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution Revolving Loans in accordance with the provisions hereofSection 2.13 below.

Asset Sales. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale Proceedsby any Company, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in apply 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 100% of such Net Asset Sale Cash 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 make prepayments 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 accordance with Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested2.10(h); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.10(c), at the time election of any the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date of such reinvestment an Asset Sale), and so long as no Event of Default has shall have occurred and is be continuing, (iithe Borrower or such Subsidiary thereof may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets of the Borrower or such Subsidiary, so long as within 365 days after the receipt of such Net Cash Proceeds such reinvestment transactions shall have been consummated; provided that, if the Borrower or such Subsidiary enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of the Borrower or such Subsidiary within 365 days of the receipt thereof, the Borrower or such Subsidiary thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; provided further, that the aggregate amount of such 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 Asset Sale Cash 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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution reinvested in accordance with the provisions hereofterms of, and within the time frames set forth in, this Section 2.10(c) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.10(c).

Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings any Loan Party or any of its Subsidiaries of any Net Proceeds from Asset Sales (other than (x) any Asset Sale Proceedsof the type described in Section 6.09(a) through Section 6.09(d) or Section 6.09(f) through Section 6.09(p) and (y) any Net Proceeds that constitute Term Priority Collateral to the extent such Net Proceeds are required to be applied, Borrower and are actually applied, to prepay the Term Obligations pursuant to the Term Credit Agreement), the Borrowers shall prepay or cause to be prepaid the Loans Obligations as set forth in Section 2.12(b2.08(h) 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 so long as (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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (xi) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided and be continuing as of the date of such Asset Sale, (ii) Lead Borrower has delivered Administrative Agent prior written notice of Lead Borrower’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 or the cost of purchase or construction of other assets useful in the business of the Loan Parties or their Subsidiaries reinvested within twelve (12) months (or within eighteen (18) months following receipt thereof if a certificate indicating its intent contractual commitment to reinvest is entered into within twelve (so long as 12) months following receipt thereof), following the date of such certificate was not submitted Asset Sale, (iii) the monies are held in bad faith) a Deposit Account in which Administrative Agent has a perfected First Priority security interest, and (yiv) Holdings the Loan Parties and their Subsidiaries complete such replacement, purchase, or Tronox US shall cause Borrower not later than the first Business Day construction within 12 months after the end initial receipt of such Permitted Reinvestment Period monies (or within eighteen (18) months following receipt thereof if a contractual commitment to prepay reinvest is entered into within twelve (12) months following receipt thereof), the Loans as set forth in Section 2.12(b) Loan Parties and their Subsidiaries shall have the option to apply such monies, in an aggregate amount equal not to such Net Asset Sale Proceeds not reinvested); providedexceed $1,250,000 in any Fiscal Year, however, that (i) so long as no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has shall have occurred and is be continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other disposition assets useful in the business of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation Loan Parties and their Subsidiaries unless and to the extent that such applicable law period shall have expired without such replacement, purchase, or regulation prohibits transfer of such proceeds to Borrower construction being made or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described completed, in which case, any amounts remaining in the immediately preceding clause (ii), Holdings or Tronox US cash collateral account shall cause such Non-US Entity be paid to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution Administrative Agent and applied in accordance with Section 2.08(h); provided further that, notwithstanding the provisions hereofforegoing proviso, all Net Proceeds from Refranchising Activity, any disposition of any of the Existing Businesses or a majority of the Capital Stock of any of the Existing Businesses or any store liquidation (other than any Net Proceeds that constitute Term Priority Collateral to the extent such Net Proceeds are required to be applied, and are actually applied, to prepay the Term Obligations pursuant to the Term Credit Agreement) shall be applied in accordance with Section 2.08(h). Nothing contained in this Section 2.08(a) shall permit the Loan Parties or any of their Subsidiaries (other than the Excluded Entities) to sell or otherwise dispose of any assets other than in accordance with Section 6.09.

Asset Sales. No Not later than the fifth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (other than from the sale of any Specified Properties), the 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, together with accrued interest thereon and any premium payable pursuant to Section 2.11; providedprovided that (i) to 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 Asset Sale of the Equity Interests of any Credit Party that owns ABL Priority Collateral), that no then the mandatory prepayment shall be required pursuant to this Section 2.11(a2.10(a) with respect to Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral shall be in respect an amount equal to 100% of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent no later than minus the fifth Business Day following the date of receipt amount of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith that are then required to be used to prepay Indebtedness under the ABL Credit Agreement, and (ii) (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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, and (B) to reinvest (so long as such certificate was not submitted the extent that aggregate Net Asset Sale Proceeds reinvested in bad faithaccordance 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, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest (yor commit to invest) Holdings all or Tronox US shall cause Borrower not later than the first Business Day after the end a portion of such 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 Proceeds not reinvestedin 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. For the avoidance of doubt, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition not so invested during such twelve (12) month period (or, in the case of property or assets otherwise permitted under the Credit Documents commitments, within six (6) months of such twelve (12) month period) shall be excluded from this required to be used to make a mandatory prepayment obligation to of the extent applicable law or regulation prohibits transfer of Loans on the Business Day after such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofperiod ends.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Borrower Company shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no prepayment Event of Default shall have occurred and be required pursuant continuing, and (ii) to this Section 2.11(a) in respect of such the extent that aggregate Net Asset Sale Proceeds for which Holdings or Tronox US 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 delivered the option, directly or through one or more Subsidiaries, to Administrative Agent no later than invest Net Asset Sale Proceeds (the fifth Business Day “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 (270) days 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 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) 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 Authorized Officer cannot make such certificationreinvestment, it may certify that Holdings in an escrow account in form and Tronox US intend substance reasonably acceptable to cure Administrative Agent. Notwithstanding the foregoing, with respect to the Las Vegas Termination Payments, the Company shall be required to prepay the Obligations by an amount equal to the Las Vegas Excess Termination Payments in accordance with Section 2.14(b) (if such cure is possiblein lieu of reinvestment), or obtain a waiver unless the Company has notified the Administrative Agent, in respect of, such Event of Default within 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 reinvested by Company prior to the earlier of (i) the last day of such two hundred seventy (270) day period, and (ii) the date of delivery the occurrence of an Event of Default, Administrative Agent shall apply 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 Reinvestment Amounts 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 Obligations as set forth in Section 2.12(b) with such Net Asset Sale Proceeds2.14(b)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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.. 70

Asset Sales. No later than the fifth ten (10) Business Day Days following the date receipt of receipt any Net Cash Proceeds of any Asset Sale by Holdings Company or any of its Subsidiaries of any Net Asset Sale Proceedsafter the Closing Date, Borrower the Company shall prepay or cause to be prepaid the Loans as set forth make prepayments in Section 2.12(baccordance with clause (v) below 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 100% 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 Cash Proceeds; provided 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, no such prepayment shall be required with respect to reinvest (such Net 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 certificate was not submitted prepayment shall be required if on or prior to such date, the 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 bad faithwhich 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 U.S. Credit Parties (including, without limitation, Permitted Acquisitions) and (ii) in the case of Asset Sales by other Group Members, in the acquisition, improvement or maintenance of assets useful in the operations of Group Members (including, without limitation, Permitted Acquisitions), in either case, within (x) twelve (12) months following receipt of such Net Cash Proceeds, or (y) Holdings or Tronox US shall cause Borrower not if the Company enters into a contract to reinvest such Net Cash Proceeds within such twelve (12)-month period following receipt thereof, the later than of six (6) months following the first Business Day after date such contract is entered into and the end termination of such Permitted Reinvestment Period twelve (12)-month period; provided, however, that, if any Net Cash Proceeds are no longer intended to prepay be so reinvested at any time after delivery of a notice of reinvestment election or are not so reinvested during such twelve (12)-month period (or six (6)-month period, as applicable), an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereof2.7.

Asset Sales. No later than the fifth three (3) Business Day Days following the date of receipt by Holdings the Borrower or any of its Subsidiaries of any Net Cash Proceeds in respect of any Asset Sale Proceeds(other than Asset Sales permitted by Section 6.08(g) or (h)), the Borrower shall (A) 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 Cash 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 certificationat the Borrower’s option, 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 permanently prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if outstanding Indebtedness outstanding at the time of any such reinvestment an 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 has shall have occurred and is continuing, be Continuing at the time of receipt of such proceeds and (ii) any upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries, the Borrower shall have the option to invest such Net Asset Sale Cash Proceeds received by within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries (provided that if, prior to the expiration of such two hundred seventy (270) day period, the Borrower, directly or through its Subsidiaries, shall have entered into a Non-US Entity from a sale binding agreement providing for such investment on or other disposition prior to the expiration of property or assets otherwise permitted under the Credit Documents an additional ninety (90) day period, such two hundred seventy (270) day period shall be excluded from this prepayment obligation extended to the date provided for such investment in such binding agreement); provided, further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to the extent applicable law or regulation prohibits transfer (and not in excess of) that a mandatory prepayment in respect of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds are not subject applied to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution prepay outstanding Loans in accordance with the provisions terms hereof) unless such application would result in the 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 relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with the outstanding Loans.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries of any Net Cash Proceeds in respect of any Asset Sale ProceedsSale, the 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 Cash 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 provided that (Ai) 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) so long as no Event of Default in respect of any covenants hereunder has shall have occurred and is be continuing and (and if such Authorized Officer cannot make such certificationii) upon written notice to the Administrative Agent, it may certify that Holdings and Tronox US intend directly or through one or more of its Subsidiaries, the Borrower shall have the option 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), invest such Net Asset Sale Cash Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier within two hundred seventy (270) days of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution receipt thereof in assets 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful general type used in the business of Holdings or any of the Borrower and its Subsidiaries and if (provided that if, prior to the expiration of such Net Asset Sale Proceeds are from two hundred seventy (270) day period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an Asset Sale of all or a portion of any Facility additional ninety (90) day period, such Net Asset Sale Proceeds two hundred seventy (270) day period shall not be reinvested extended to the date provided for such investment in Equity Interests (it being understood and agreed thatsuch binding agreement); provided, further, that with respect to any Net Asset Sale Proceeds covered by such certificate consummated as part of an Authorized Officer that are not reinvested during HLSS Transaction, notwithstanding anything in the Permitted Reinvestment Period as set forth aboveforegoing to the contrary, (x) no Default or Event of Default the Borrower 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 Business Day after the end of such Permitted Reinvestment Period required to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to 25% of such Net Asset Sale Cash Proceeds not reinvested); providedand shall, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time Borrower’s option, apply the remaining 75% of any such reinvestment Net Cash Proceeds to either (x) invest, within two hundred seventy (270) days of receipt thereof, in MSRs and related assets (including, but not limited to, advances, related reserves, the interest-only portion of a mortgage or asset-backed security included as part of the MSR sale, deferred servicing fees, related goodwill, associated Cash and servicing operations) (provided that if, prior to the expiration of such two hundred seventy (270) day period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an Event of Default has occurred and is continuingadditional ninety (90) day period, such two hundred seventy (ii270) 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 day period shall be excluded from this prepayment obligation extended to the extent applicable law date provided for such investment in such binding agreement) or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iiiy) if such Net Asset Sale Proceeds are not subject to prepay the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofLoans.

Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings Company or any of its Subsidiaries of any Net Asset Sale Proceeds (or, in the event such Net Asset Sale Proceeds are subject to distribution limitations contained in the ARC Indenture, any ARC Refinancing Indenture, any New ARC Indenture, either MSW Indenture, any MSW Refinancing Indenture, any New MSW Indenture or any Project document or any instrument or agreement governing the terms of any permitted refinancing thereof, no later than the fifth Business Day after the last of such distribution limitations (as the same relates to such Net Asset Sale Proceeds) expires), Borrower Company shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.15(b) in an aggregate amount equal to 100% of such Net Asset Sale Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.11(a(i) 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 be continuing on the date of the related Asset Sale, and (yii) Holdings or Tronox US shall cause Borrower not later than to the first Business Day after the end extent that aggregate of such 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 Proceeds from the Closing Date through the applicable date of determination do not reinvested); providedexceed $5,000,000 in any Fiscal Year or $10,000,000 in the aggregate since the Closing Date (excluding, howeverbut only for the purposes of calculating such cap and not the reinvestment provision itself, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a the sale or other disposition of property those assets identified on Schedule 6.9-A), Company shall have the option, directly or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation through one or more of its Subsidiaries, to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if invest such Net Asset Sale Proceeds are not subject to within three hundred sixty days of receipt thereof in long-term productive assets of the restrictions described general type used in the immediately preceding clause (ii)business of Company and its Subsidiaries; provided further, Holdings or Tronox US shall cause pending any such Non-US Entity to distribute investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the Borrower promptly after receipt thereof for distribution extent outstanding (without a reduction in accordance with the provisions hereofRevolving Commitments).

Asset Sales. No later than In addition to any other mandatory repayments pursuant to this Section 5.2, on each date on or after the fifth Business Day following Closing Date upon which the date of receipt by Holdings Borrower or any of its Subsidiaries of receives any Net cash proceeds from any Asset Sale ProceedsSale, 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 100% of the Net Asset Sale Proceeds; provided, that no prepayment Proceeds therefrom shall be required pursuant 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 this Section 2.11(a) no more than $5,000,000 in respect the aggregate of such cash proceeds from Asset Sales in any fiscal year of the Borrower, the 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 therefrom shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of so applied on 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 date so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be deemed used to have occurred merely because Holdings previously 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 purchase of the assets or 100% of the capital stock of a Person engaged in such businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided a certificate indicating its intent further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest (so long as the Net Sale Proceeds from such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period to prepay the Loans Asset Sale as set forth above), such remaining portion shall be applied on the last day infoUSA Credit Agreement of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 2.12(b5.2(e) in an aggregate amount equal without regard to such the preceding proviso. Notwithstanding the foregoing, Net Asset Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not reinvestedbe required to be applied to a mandatory prepayment of Term Loans pursuant to this Subsection (e); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later If, subsequent to the Closing Date, the Borrower or any Subsidiary shall 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, then within five Banking Days after receipt of any Net Cash Sales Proceeds therefrom, the fifth Business Day following Borrower shall prepay the outstanding principal amount of the Loans, together with interest accrued thereon to the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceedssuch prepayment, 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 Cash Sales Proceeds; provided, that no such prepayment shall be required pursuant to under this Section 2.11(a3.1(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 $10,000,000 threshold in clause (b) of the definition of “Disposition”) (the “Trigger Amount”) in respect 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 Asset Sale Cash Sales Proceeds for which Holdings in excess of the Trigger Amount and equal to or Tronox US 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 no later than stating that such Net Cash Sales Proceeds are expected to be reinvested in specific fixed or capital assets required for the fifth conduct of the Permitted Business Day within 180 days following the date of receipt of such Disposition, and provided further that if any such Net Asset Cash Sale Proceeds a certificate of an Authorized Officer certifying in good faith that shall not have been reinvested pursuant to this clause (Ax) 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 30 180 days after the date of delivery of such certificate Disposition, on such 180th day (it being understood and agreed thator if not a Banking Day, 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 possiblenext Banking Day) 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 make a prepayment of principal under the Loans as set forth in Section 2.12(b) with an amount equal to such Net Asset Sale Proceeds))unreinvested balance, and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as any Disposition set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvestedon Schedule 3.1(g)(i); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No Together with each delivery of financial statements pursuant to Section 5.01(a) or 5.01(b), the Obligor Representative 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 Credit Agreement 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 $500,000,000 in the aggregate (such excess amount, the “Excess Disposition Proceeds”) then, not later than five Business Days after the fifth 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 Day following Days after the date of receipt by Holdings or any of its Subsidiaries of any such Net Asset Sale Proceeds, Borrower shall prepay or cause Cash Proceeds Statement was required to be prepaid delivered), the Borrowers shall apply 50% of such Excess Disposition Proceeds towards the prepayment of (A) the Loans and the 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 2.12(b2.04(i)) 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 the EDC Indebtedness (and if such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend but only to cure (if such cure is possiblethe extent required under the EDC Credit Agreement), or obtain a waiver in respect ofpro 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, for such Event purpose, as outstanding loans, the aggregate outstanding L/C Exposure and the unused portion of Default within 30 days after the date of delivery of such certificate (it being understood and agreed that, solely in Commitments); provided that the circumstances contemplated by this clause (B), such Net Asset Sale Proceeds Borrowers shall not be required to be prepaid and shall not be permitted make a prepayment under this sub-clause (y) to the extent that (1) the Obligor Representative 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 hereunder until (or has been reinvested) in any assets used or to be used by the earlier of such cure (if such cure is possible) or waiver Borrowers and the end of such 30 day period (and pending resolution of the foregoing, such Net Asset Sale Proceeds shall have been deposited their respective Subsidiaries in the Blocked Reinvestment Account) and if such cure (if such cure is possible) same or waiver has not occurred by the end similar or related line 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))business, and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest2) such Net Cash Proceeds (or an equivalent amount) are or have been in fact so applied to such reinvestment within twelve months of the related Asset Sale Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofRecovery Event.

Asset Sales. No Not later than the fifth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale ProceedsSale, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Term Borrowings 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 100% of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered Proceeds; provided that the Borrower may, prior to Administrative Agent no later than the fifth Business Day following the date of receipt of such Net Asset Sale Proceeds the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer certifying in good faith of the Borrower to the effect 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 the Borrower intends 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), cause such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted (or a portion thereof specified in such certificate) 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in non-current assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings the Borrower and the Restricted Subsidiaries or any to be applied to consummate an Acquisition permitted hereunder, in each case, within 365 days after the receipt 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 Proceeds, and agreed certifying that, with respect to any Net Asset Sale Proceeds covered by such certificate as of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth abovedate thereof, (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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested or applied by the end of such period (or within a period of 180 days thereafter, if by the end of such initial 365‑day period the Borrower or any Restricted Subsidiary shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition) 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 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 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 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 amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(a) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such 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) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted under in the Credit Documents shall be excluded from this prepayment obligation to event the extent applicable law or regulation prohibits transfer holders of such proceeds 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 Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to prepay the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofTerm Borrowings.

Asset Sales. No For so long as any amounts in respect of the Term Loans are outstanding, not later than the fifth Business Day five Banking Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Pro- Table of Contents ceeds from any Asset Sale ProceedsSale, Borrower the Company shall prepay or cause apply 100% of the Net Cash Proceeds received with respect thereto to be prepaid make prepayments of the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale ProceedsTerm Loans; provided, provided that no such prepayment shall be required pursuant with respect to this Section 2.11(a(a) in respect of such Net any 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 permitted by Section 6.11.1 (other than in respect of any covenants hereunderclauses (b) has occurred and is continuing(c) thereof), (Bb) no the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event of Default in respect of or (c) 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 Net Cash Proceeds from Asset Sales permitted under 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 possibleb) or waiver and the end (c) of such 30 day period (and pending resolution of the foregoingSection 6.11.1, 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default shall then exist or would arise therefrom and the Net Cash Proceeds of all such Asset Sales consummated on and after the Closing Date do not exceed 10% of the Consolidated Net Tangible Assets as of such Fifth Banking Day and, in the case of any Asset Sale yielding Net Cash Proceeds in excess of $500,000, the Company 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 deemed used 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 purchase replacement assets no later than 180 days following the first Business Day after the end date of such Permitted Reinvestment Period to prepay Asset Sale; provided that if the Loans as set forth in Section 2.12(b) in an aggregate amount equal to property that was the subject of such Net Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may thereof pursuant to this paragraph shall be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described Lien of the applicable Security Document(s) in favor of the immediately preceding clause (ii)Collateral Agent, Holdings or Tronox US shall cause for its benefit and the benfit of the Secured Parties thereunder; provided further that if such Nonpurchase is not consummated within such 180-US Entity to distribute day period, 100% of such Net Asset Sale Cash Proceeds shall immediately be applied to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofprepay Term Loans.

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (other than from any Asset Sales permitted by Sections 6.8(b), (c), (e), (f) or (g), 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); to be applied to repay the Obligations in accordance with Section 2.11(b) provided, however, that (i) so long as no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has shall have occurred and is continuingbe continuing at such time, Borrower may elect (iix) any not to apply such Net Asset Sale Proceeds received by to such repayment of the Obligations and (y) instead to invest, directly or through one or more of the other Credit Parties, such Net Asset Sale Proceeds within 90 days after receipt thereof in the replacement of the applicable assets thereof or otherwise in long term (as determined in accordance with GAAP) assets useful in a Non-US Entity from a sale or other disposition permitted business of property or assets otherwise permitted under the Credit Documents Parties; provided further, that if the aggregate Net Asset Sale Proceeds pending any such application or investment exceeds $500,000 at any time during the term of this Agreement, then the aggregate amount of such Net Asset Sale Proceeds exceeding $500,000 shall be excluded from this prepayment obligation deposited and held in a Insurance/Condemnation/Asset Sale Proceeds Account, and such Net Asset Sale Proceeds shall be subject to the extent applicable law withdrawal by Borrower to be applied to such investment at any time so long as no Default or regulation prohibits transfer Event of Default shall have occurred and be continuing at such proceeds time provided that any such funds that are so withdrawn are promptly invested by Borrower in accordance with this Section 2.10(a) or used to Borrower or a Guarantorrepay Obligations in accordance with this Section 2.10(a); and (iii) provided further, that if any such Net Asset Sale Proceeds are not subject to so reinvested within the restrictions described in the immediately preceding clause (ii), Holdings 90 day period or Tronox US shall cause such Non-US Entity to distribute if Borrower reasonably determine that such Net Asset Sale Proceeds are no longer intended to be so reinvested, then an amount (including funds on deposit in the Insurance/Condemnation/Asset Sale Proceeds Account for such Net Asset Sale Proceeds, if any) equal to such Net Asset Sale Proceeds shall be applied within five (5) Business Days thereafter to the Borrower promptly after receipt thereof for distribution prepayment of the Obligations in accordance with Section 2.11(b). The Borrower’s reinvestment rights pursuant to this clause (a) shall only apply with respect to an aggregate amount of Net Asset Sale proceeds up to $1,000,000 during the provisions hereofterm of this Agreement and any additional Net Asset Sale Proceeds shall be required to repay the Obligations in accordance with Section 2.11(b).

Asset Sales. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale Proceedsby any Company, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in apply 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 100% of such Net Asset Sale Cash 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 make prepayments 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 accordance with Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested2.10(h); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.10(c), at the time election of any the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date of such reinvestment an Asset Sale), and so long as no Event of Default has shall have occurred and is be continuing, (iithe Borrower or such Subsidiary thereof may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets of the Borrower or such Subsidiary, so long as within 365 days after the receipt of such Net Cash Proceeds such reinvestment transactions shall have been consummated; provided that, if the Borrower or such Subsidiary enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of the Borrower or such Subsidiary within 365 days of the receipt thereof, the Borrower or such Subsidiary thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; provided further, that the aggregate amount of such Net Cash Proceeds reinvested in accordance with this Section 2.10(c) shall not exceed $2,500,000 in any fiscal year of the Borrower; and provided further, however, that any Net Asset Sale Cash 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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution reinvested in accordance with the provisions hereofterms of, and within the time frames set forth in, this Section 2.10(c) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.10(c).”

Asset Sales. No later than the fifth second Business Day following the date of receipt by Holdings or any of its Subsidiaries of Net Cash Proceeds in an aggregate amount exceeding $2,000,000 in any Fiscal Year (it being understood that such Net Cash Proceeds shall be immediately deposited into a Deposit Account which is subject to a Deposit Account Control Agreement) in respect of any Asset Sale ProceedsSale, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.13(b) in an aggregate amount equal to such Net Asset Sale ProceedsCash Proceeds (other than the portion thereof constituting proceeds of Revolver Priority Collateral, if and to the extent that such proceeds are required to be distributed to the Revolving Credit Agent and applied to prepay outstanding obligations under the Revolving Credit Facility pursuant to and in accordance with the Revolving Credit Documents); 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing at the time of the delivery of the written notice described in this clause (a) or at the proposed time of the investment of such Net Cash Proceeds as described in this clause (a), the Borrower shall have the option, upon written notice to the Administrative Agent (such notice to include a certificate indicating description of the assets subject to such proposed Asset Sale and the amount of the estimated Net Cash Proceeds (including the estimated Net Cash Proceeds attributable to the Revolver Priority Collateral and the Term Loan Priority Collateral, respectively) to be received by a Loan Party and/or such Subsidiary in respect thereof), directly or through one or more of its intent Subsidiaries that is a Loan Party, to reinvest (or commit to reinvest) such Net Cash Proceeds within one hundred eighty (180) days of receipt thereof in productive assets of the general type used in the business of the Borrower and its Subsidiaries (provided that if, prior to the expiration of such one hundred eighty (180) day period, Borrower, directly or through one or more of its Subsidiaries that is a Loan Party, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional ninety (90) day period, such one hundred eighty (180) day period shall be extended to the date provided for such investment in such binding agreement); provided, further that to the extent any such Net Cash Proceeds therefrom have not been 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 Business Day after applied by the end of such Permitted Reinvestment Period one hundred eighty (180) day period (or if only a commitment to prepay re-invest has been made during the Loans initial one hundred eighty (180) day period, by the end of such longer period as set forth provided in this Section 2.12(b2.12) at any time during such one hundred eighty (180) day period (or if applicable, such longer period as provided in this Section 2.12) an Event of Default shall have occurred and be continuing, then at such time a prepayment shall be required in an aggregate amount equal to such Net Asset Sale Cash Proceeds that have not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofbeen so applied.

Asset Sales. (i) No later than the fifth Business Day [***] following the date of receipt by Holdings or any of its Subsidiaries Loan Party of any Net Proceeds from Asset Sales (other than any Asset Sale Proceedsdescribed in clauses (i), (ii) (unless the Product Milestone Date has not occurred as of [***]), (iii), (v), (vi), (vii), (viii), (x), (xi), (xiii), (xv) or (xvi) of Section 6.9(b)) in excess of $[***] in the aggregate in any Fiscal Year, Borrower shall shall, subject to Section 2.11(b), prepay or cause to be prepaid the Term Loans as in the manner set forth in Section 2.12(b2.11(a) in an aggregate amount equal to such Net Asset Sale ProceedsProceeds in excess of $[***] in the aggregate for such Fiscal Year; provided, that no such 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 so long as (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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (xi) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided and be continuing, (ii) Borrower has delivered Administrative Agent prior written notice of Bxxxxxxx’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of purchase of other assets useful in the business of the Loan Parties including capital expenditures (other than, for the avoidance doubt, working capital, short-term investments and research and development expenses), (iii) the monies are held in a certificate indicating its intent Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such reinvestment or purchase within [***] 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 cease to be intended to be or cannot be so long as reinvested during the applicable [***] period, subject to Section 2.11(b), Borrower shall prepay the Loans in an amount equal to any such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day Net Proceeds within [***] after the end Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of such Permitted Reinvestment Period to prepay the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested2.11(a); provided, howeverfurther, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 prior to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; Product Milestone Date, Reinvestments Amounts under this Section 2.10(a)(i) shall not exceed $[***] in any given Fiscal Year and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described $[***] in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofaggregate.

Asset Sales. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings the Initial Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Asset Sale ProceedsProceeds in excess of $10,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay or cause the Term Loans, subject to be prepaid the Loans as set forth in Section 2.12(bSections 2.13(g) and 2.14(b) in an aggregate amount equal to one hundred percent (100%) of 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 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 (including pursuant to a Permitted Acquisition) or to be contractually committed to be so reinvested (such amounts “Asset Sale Reinvestment Amounts”), within twelve (12) months following receipt of such Net Asset Sale Proceeds; provided, provided that no prepayment such Asset Sale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period 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 reinvested within 30 180 days after the date of delivery expiration of such certificate twelve (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 possible12) 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 month 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of that any such reinvestment an Event prepayment would be required, the Borrowers (or any Restricted Subsidiary of Default has occurred the Borrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any other Indebtedness permitted hereunder, in each case, that is secured by the Collateral on a pari passu basis and that is continuingpari passu in right of payment, with the Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (iisuch 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 Asset Sale Proceeds, then the Borrower Representative may apply such portion of the Net Asset Sale Proceeds received by on a Non-US Entity from a sale or other disposition pro rata basis (determined on the basis of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to aggregate outstanding principal amount of the extent applicable law or regulation prohibits transfer Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject allocated to the restrictions described in Other Applicable Indebtedness shall not exceed the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute amount of such Net Asset Sale Proceeds required to be allocated to the Borrower promptly after receipt thereof for distribution 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 provisions 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 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 twelve (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. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds of Term Priority Collateral (or, Borrower after the Discharge of ABL Obligations, Net Asset Sale Proceeds of any Collateral), the Company shall offer to prepay or cause to be prepaid the Loans as set forth in Section 2.12(bSections 2.14(b) and 2.14(d) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required continuing on or as of such first Business Day, the 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 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, to make capital expenditures in connection with improvement of capital assets of the Company or any of its Subsidiaries or to make any Permitted Acquisition or any Investment permitted pursuant to this Section 2.11(a) 6.7, in respect 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 for which Holdings or Tronox US shall have delivered to Administrative Agent no Proceeds, the within the later than the fifth Business Day following the date of 365 days after 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 30 180 days after the date of delivery of entering into such certificate contractual commitment) (it being understood 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 agreed that2.14(d)); provided, solely 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 circumstances contemplated by this clause (B)aggregate, an amount equal to all such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until deposited by the earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution Company, unless waived by Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent as part 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) so long as no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided 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 indicating its intent to reinvest (so long as of an officer of the Company certifying that such certificate was not submitted funds shall, upon release of such funds, be applied in bad faithaccordance this Section 2.13(a) and (y) Holdings to the extent such amounts are not applied in accordance with, and at the times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period immediately paid over to prepay the Loans Administrative Agent to be applied, as set forth in Section 2.12(b) in an aggregate amount equal to such 2.14(b)); provided, further, that notwithstanding the foregoing, the Net Asset Sale Proceeds not reinvestedfrom 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); provided. In the event that prior to the Discharge of the ABL Obligations Holdings, howeverthe Company or its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a Subsidiary or is a sale of a division or line of business, that then, for purposes of determining the amount of any prepayment required to be made or offered hereunder, a portion of the proceeds of such Asset Sale in an amount equal to (i) no reinvestment otherwise permitted hereunder may be made if at the time net book value of any all accounts receivable included in such reinvestment an Event of Default has occurred and is continuing, Asset Sale plus (ii) any Net the appraised fair market value of all inventory included in such Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted (based on the most recent appraisal delivered under the Revolving Credit Documents Facility) shall be excluded from this treated as ABL Priority Collateral and shall not give rise to a prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofhereunder.

Asset Sales. No Not later than the fifth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale ProceedsSale, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Term Borrowings 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 100% of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered Proceeds; provided that the Borrower may, prior to Administrative Agent no later than the fifth Business Day following the date of receipt of such Net Asset Sale Proceeds the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer certifying in good faith of the Borrower to the effect 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 the Borrower intends 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), cause such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted (or a portion thereof specified in such certificate) 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in non-current assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings the Borrower and the Restricted Subsidiaries or any to be applied to consummate an Acquisition permitted hereunder, in each case, within 365 days after the receipt 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 Proceeds, and agreed certifying that, with respect to any Net Asset Sale Proceeds covered by such certificate as of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth abovedate thereof, (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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested or applied by the end of such period (or within a period of 180 days thereafter, if by the end of such initial 365day period the Borrower or any Restricted Subsidiary shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition) 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 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 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 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 amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(a) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such 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) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition of property or assets otherwise permitted under in the Credit Documents shall be excluded from this prepayment obligation to event the extent applicable law or regulation prohibits transfer holders of such proceeds 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 Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to prepay the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofTerm Borrowings.

Asset Sales. No Not later than the fifth third Business Day following the date of receipt by Holdings Parent or any of its Subsidiaries Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale Proceedsby any Credit Party, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Borrowings 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 provided 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate indicating its intent of an Authorized Officer of each of Parent and the Borrower to reinvest the effect that the Borrower intends to cause such Net Proceeds (so long as or a portion thereof specified in such certificate was not submitted certificate) to be reinvested in bad faithassets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) and within 365 days after the receipt of such Net Proceeds (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after within 180 days following the end of such Permitted Reinvestment Period 365-day period if a binding agreement so to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to reinvest such Net Asset Sale Proceeds not reinvestedis entered into within such 365-day period); provided, howeverand certifying that, that (i) as of the date thereof, no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Default or Event of Default has occurred and is continuing, (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 in which case during such period the Credit Documents Borrower shall not be excluded from this required to make such prepayment obligation to the extent applicable law or regulation prohibits transfer of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such proceeds 365-day period (as such period may be extended as set forth above) shall be applied to Borrower or a Guarantor; and (iii) if prepay the Borrowings promptly upon the expiration of such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofperiod.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds to the extent in excess of $250,000 in the aggregate in any trailing twelve month period, Borrower Company shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.13(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(aAdministrative Agent, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in respect assets useful in the business of Company and its Subsidiaries within (x) one hundred eighty days following receipt of such Net Asset Sale Proceeds for which Holdings Proceeds, or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day (y) three hundred sixty days following the date of receipt of such Net Asset Sale Proceeds if 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 contractual commitment 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), reinvest such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier is entered into within one hundred eighty days following receipt 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 (such period to reinvest, as applicable, 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 ProceedsReinvestment Period”)). In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) expiration of the applicable Asset Sale Reinvestment Period, and (Cii) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in assets with respect to which date of the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 occurrence of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth aboveEvent of Default, (x) no Default or then, at such time, an Event of Default shall be deemed to have occurred merely because Holdings previously provided and be continuing under this Section 2.12(a) until a certificate indicating its intent to reinvest prepayment is made (so long or any such escrow is applied by Administrative Agent as such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(ba prepayment) in an aggregate amount equal to such Net Asset Sale Proceeds that have not been so reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than the fifth Business Day following the date of receipt by Holdings or The Company shall not, and shall not permit any of its Restricted Subsidiaries of to, consummate any Net Asset Sale ProceedsSale, Borrower shall prepay unless (i) the consideration received by the Company or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount such Restricted Subsidiary is at least equal to such Net Asset Sale Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.11(a) in respect the fair market value 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed ofof and (ii) at least 80% of the consideration received consists of cash or Temporary Cash Investments, provided that such assets in which it will reinvest are useful in the 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 amount of any Facility Senior Indebtedness or Restricted Subsidiary Indebtedness (as shown on the Company's or 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 Restricted Subsidiary's most recent balance sheet or notes thereto) of the Company or such Restricted Subsidiary which is assumed by such certificate of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period transferee as set forth above, (x) no Default or Event of Default a credit against the purchase price shall be deemed to have occurred merely because Holdings previously provided 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 certificate indicating consolidated balance sheet of the Company and its intent to reinvest (so long as such certificate was not submitted in bad faith) and (y) Holdings Subsidiaries has been prepared), then the Company shall or Tronox US shall cause Borrower not the relevant Restricted Subsidiary to (i) within six months after the date Net Cash Proceeds so received exceed the greater of $1 million or 10% of Adjusted Consolidated Net Tangible Assets (A) apply, or resolve by Board of Directors resolutions to apply no later than the first Business Day one year after the end consummation of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in Asset Sale, an aggregate amount equal to such excess Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Cash Proceeds to permanently repay Senior Indebtedness of the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereof.Company, or any indebtedness of any

Asset Sales. No Subject to Section 2.11(e), no later than the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds in respect of any Asset Sale, Borrower shall prepay or cause to be prepaid the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; providedprovided that (i) so long as no Default shall have occurred and be continuing, and (ii) to the extent that no prepayment shall be required pursuant to this Section 2.11(a) in respect of such aggregate Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered from the Closing Date through the applicable date of determination do not exceed $150,000,000, Borrower may, prior to the date of the required prepayment, deliver 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 of Borrower to the effect that Borrower intends to, directly or through one or more of its Subsidiaries, invest such Net Asset Sale Proceeds (or a portion thereof specified in such certificate) within 365 days of receipt thereof in long-term productive assets of the general type used in the business of Borrower and its Subsidiaries and (unless such Asset Sale was made by a Subsidiary that is not a Credit Party and such reinvestment is made by such Subsidiary) that constitute Term Collateral, and 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, in which case Borrower may so reinvest such Net Asset Sale Proceeds within such period; provided further, (Bx) no Event of Default to the extent any such Net Asset Sale Proceeds shall be received 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 assets owned by 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)Credit Party, such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted to may be reinvested hereunder until only in assets owned by one or more Credit Parties (other than, in each case, Equity Interests in Foreign Subsidiaries, except to 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, extent such Net Asset Sale Proceeds shall have been deposited resulted from the sale of Equity Interests in the Blocked Reinvestment Accountone or more Foreign Subsidiaries), (y) and if any such cure (if such cure is possible) or waiver has Net Asset Sale Proceeds that are not occurred so reinvested 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period applied to prepay the Loans as set forth in Section 2.12(bTerm Borrowings upon the expiration of such period and (z) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any all 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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such after Net Asset Sale Proceeds are not subject exceeding $150,000,000 have been reinvested pursuant to the restrictions described in the immediately preceding this clause (ii)) may not be so reinvested and shall be applied to prepay the Term Loans. Any amount referred to in any such certificate shall, Holdings pending prepayment or Tronox US shall cause reinvestment as provided in such Non-US Entity certificate or application to distribute such Net Asset Sale Proceeds prepay the Term Loan, be held as Cash or Cash Equivalents in a Deposit Account of Borrower that is subject to a Control Agreement in favor of the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofCollateral Agent and constitutes Term Collateral.

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (it being understood that such Net Asset Sale Proceeds shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) following receipt thereof), Borrower Companies shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b2.14(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(i) 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 and be continuing, and (ii) (A) in the case of Net Asset Sale Proceeds resulting from Asset Sales (other than in respect of Asset Sales of the Windset Investment (which shall solely be the subject of clause (B) below or the second to last sentence of this Section 2.13(a)) or any Permitted Curation Sale (which shall solely be the subject of clause (C) below or the second to last sentence of this Section 2.13(a))), to the extent that, after giving effect to receipt of such Net Asset Proceeds, the aggregate Net Asset Sale Proceeds from all such Asset Sales during the period commencing on the Closing Date and ending on such date of determination do not exceed $5,000,000, (B) in the case of Net Asset Sale Proceeds resulting from Asset Sales of the Windset Investment, an amount of such Net Asset Sale Proceeds, if any, that is not subject to repayment in accordance with the second to last sentence of this Section 2.13(a) or (C) in the case of Net Asset Sale Proceeds resulting from Asset Sales constituting a certificate indicating its intent Permitted Curation Sale, an amount of such Net Asset Sale Proceeds, if any, that is not subject to reinvest repayment in accordance with the second to last sentence of this Section 2.13(a) (such amounts, “Asset Sale Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the option to invest such Asset Sale Reinvestment Amounts within three hundred sixty-five (365) days of receipt thereof (as extended, if at all, in accordance with the proviso below, the “Asset Sale Reinvestment Period”) in long-term productive assets that constitute Term Loan Priority Collateral of the general type used in the business of (I) Companies, in respect of Asset Sale Reinvestment Amounts generated in accordance with clause (ii)(A) above (so long as any such certificate was not submitted individual or aggregate investment in bad faiththe amount of $5,000,000 or more has been consented to by Administrative Agent and the Requisite Lenders) and (yII) Holdings Lifecore or Tronox US any of its Subsidiaries, in respect of any Asset Sale Reinvestment Amounts generated in accordance with clauses (ii)(B) or (ii)(C) above (such assets, “Additional Assets”); provided further, that the Asset Sale Reinvestment Period shall cause Borrower be extended for up to an additional one hundred eighty (180) days in respect of any Asset Sale Reinvestment Amounts where the Credit Parties have, on or before the expiration of the initial Asset Sale Reinvestment Period, entered into a definitive agreement for the purchase or other acquisition of Additional Assets. In the event that the Asset Sale Reinvestment Amounts are not later than reinvested in accordance with the first Business Day after provisions above prior to the end earliest of (i) the last day of such Permitted Asset Sale Reinvestment Period and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to prepay the Loans Obligations as set forth in Section 2.12(b2.14(b). Prior to entering into any Asset Sale of assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Asset Sale Proceeds of such Assets shall be deposited into a deposit account subject to a Control Agreement whereby Administrative Agent has a First Priority security interest therein. If Administrative Agent does not receive prior written notice that Term Loan Priority Collateral is the subject of an Asset Sale, then the Credit Parties shall be deemed to have represented and warranted to Administrative Agent on the date such Asset Sale is consummated that none of the assets subject to such Asset Sale constitute Term Loan Priority Collateral. In addition to the foregoing, (i) 100% of the Net Asset Sale Proceeds resulting from an Asset Sale, in whole or in part, of the Windset Investment shall be used to prepay the Loans (a “Windset Sale”) and (ii) 100% of the Net Asset Sale Proceeds resulting from a Permitted Curation Sale shall be used to prepay the Loans; provided that, so long as no Default or Event of Default shall have occurred and be continuing, (x) in the case of the foregoing clause (i), if after giving effect to any such prepayment of the Loans from 100% of such Net Asset Sale Proceeds, if made, the Asset Sale Leverage Ratio would be less than 4.37 to 1.00, Companies shall only be required to prepay the Loans in an aggregate amount equal to of such Net Asset Sale Proceeds not reinvested); providedsuch that, however, that (i) no reinvestment otherwise permitted hereunder may be made if at after giving effect to such prepayment of the time of any Loans from such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Non-US Entity from a sale or other disposition Proceeds, the Asset Sale Leverage Ratio would be equal to 4.37 to 1.00 (with the remainder of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not constituting Asset Sale Reinvestment Amounts subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution reinvestment in accordance with the provisions hereof.of this clause (x);

Asset Sales. No later than In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the fifth Business Day following Initial Borrowing Date upon which the date of receipt by Holdings Borrower or any of its Subsidiaries of receives any Net cash proceeds from any Asset Sale ProceedsSale, 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 100% of the Net Asset Sale Proceeds; provided, that no prepayment Proceeds therefrom shall be required pursuant 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 this Section 2.11(a) no more than $5,000,000 in respect the aggregate of such cash proceeds from Asset Sales in any fiscal year of the Borrower, the 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 therefrom shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of so applied on 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 date so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be deemed used to have occurred merely because Holdings previously 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 purchase of the assets or 100% of the capital stock of a Person engaged in such businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided a certificate indicating its intent further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest (so long as the Net Sale Proceeds from such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period to prepay the Loans Asset Sale as set forth above), such remaining portion shall be applied on the 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 2.12(b4.02(e) in an aggregate amount equal without regard to such the preceding proviso. Notwithstanding the foregoing, Net Asset Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not reinvestedbe required to be applied to a mandatory prepayment of Term Loans pursuant to this Section 4.02(e); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net On each Asset Sale ProceedsReduction Date, Borrower FDTH shall prepay or cause offer to be prepaid the repay Term B Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Term B Lender’s Term B Percentage of the Term Loan Reduction Amount resulting from such Asset Sale Proceeds; provided, that no prepayment shall be required allocated to the Term B Loans pursuant to this Section 2.11(a) in respect of 6.2.4(b)(i); provided that the foregoing shall not apply if the Company or a Restricted Subsidiary, as the case may be, shall have provided the Administrative Agent within such 270-day period, with satisfactory evidence that the Company or such Restricted Subsidiary, as the case may be, has entered into commitments to reinvest such Net Asset Sale Cash Proceeds, and in any event such Net Cash Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent no been reinvested not later than the fifth Business Day following earlier of (x) the date occurrence of an Event of Default and (y) 360 days after the receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying Cash Proceeds, in good faith that similar assets located (A) no Specified Event in the United Kingdom, if the assets disposed of Default and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuingsuch Asset Sale were located in the United Kingdom, or (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing (and the United States if such Authorized Officer canassets were not make located in the United Kingdom. If 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 assets are not so reinvested after the date of delivery of such certificate (it being understood and agreed that, solely in the circumstances contemplated by this clause (B), Company or a Restricted Subsidiary has entered into binding commitments to reinvest such Net Asset Sale Cash Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until has provided 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) Administrative Agent with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period satisfactory evidence thereof as set forth above, (x) no Default or Event of Default then the offer described above 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 made on the first date which is one Business Day after the end earliest of (1) the date on which such Permitted Reinvestment Period to prepay commitment expires, (2) the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time occurrence of any such reinvestment an Event of Default has occurred and is continuing, or (ii3) 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 extent applicable law or regulation prohibits transfer expiration of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereof360 day period.

Asset Sales. No later than the fifth Within five (5) Business Day following the date of Days after receipt by Holdings Borrower or any of its Restricted Subsidiaries of any Net Available Proceeds from any Asset Sale Proceedspursuant to Section 10.05(c), Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Asset Sale (it being understood that applications pursuant to this Section 2.10(a)(iii) shall not be duplicative of Section 2.10(a)(i) above); provided, however, that: (x) an amount equal to the Net Available Proceeds from any Asset Sale pursuant to Section 10.05(c) shall not be required to be applied as provided above on such date if (1) no Event of Default then exists or would arise therefrom and (2) Borrower delivers an Officer’s Certificate to Administrative Agent stating that an amount equal to such Net Available Proceeds is intended to be reinvested, directly or indirectly, in assets (which may be pursuant to an acquisition of Equity Interests of a Person that directly or indirectly owns such assets) otherwise permitted under this Agreement of (A) if such Asset Sale Proceedswas effected by any Credit Party, any Credit Party, and (B) if such Asset Sale was effected by any other Company, any Company, in each case within (x) twelve (12) months following receipt of such Net Available Proceeds or (y) if Borrower or the relevant Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Available Proceeds within twelve (12) months following receipt thereof, within the later of (A) one hundred and eighty (180) days following the date of such legally binding commitment and (B) twelve (12) months following receipt of such Net Available Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended); providedand (y) if all or any portion of such Net Available Proceeds is not reinvested in assets in accordance with the Officer’s Certificate referred to in clause (x) above within the period specified by clause (x) above, that such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b). Notwithstanding the foregoing provisions of this Section 2.10(a)(iii) or otherwise, no mandatory prepayment shall be required pursuant to this Section 2.11(a2.10(a)(iii) 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 any fiscal year until the date of receipt of such on which the Net Asset Sale Available 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 applied as mandatory prepayments pursuant to this Section 2.10(a)(iii) in such fiscal year 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 exceed $15.0 million (and pending resolution of the foregoing, such thereafter only Net Asset Sale Available 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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.in

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings Parent, the Borrower or any of its their respective Subsidiaries of any Net Cash Proceeds in excess of $1,000,000 in respect of any Asset Sale Proceeds(other than Asset Sales permitted by Section 6.08 (h), (i) or (k)), the Borrower shall give written notice to the Administrative Agent of such Asset Sale and the Borrower shall offer to prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such 100% of the amount of such Net Asset Sale Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.11(a) Cash Proceeds 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 fourth Business Day following the date of receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith Cash Proceeds; provided that (Ai) 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) so long as no Event of Default in respect of any covenants hereunder has shall have 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 be Continuing at the time of Default within 30 days after the date of delivery receipt of such certificate proceeds and (it being understood and agreed thatii) upon written notice to the Administrative Agent, solely in directly or through one or more of its Subsidiaries, the circumstances contemplated by this clause (B), Borrower shall have the option to invest such Net Asset Sale Cash Proceeds shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier within two hundred seventy (270) days of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution receipt thereof in assets 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) general type owned by 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful used in the business of Holdings the Borrower and its Subsidiaries (provided that if, prior to the expiration of such two hundred seventy (270) day period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional ninety (90) day period, such two hundred seventy (270) day period shall be extended to the date provided for such investment in such binding agreement). Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least two Business Days prior to the prepayment date, to decline all or any portion of any(but not less than all) of the prepayment of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale Loans pursuant to this Section 2.11(b), in which case the aggregate amount 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 the prepayment that would have been applied to any Net Asset Sale Proceeds covered by such certificate of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default prepay Loans but was so declined 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 retained by the first Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofBorrower.

Asset Sales. No later than the fifth five (5) Business Day Days following the date of receipt by Holdings Parent Borrower or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds in excess of $500,000 in the aggregate since the Closing Date, Parent Borrower shall prepay or cause to be prepaid the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to such excess Net Asset Sale Proceeds; providedprovided that, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(a) in respect of Administrative Agent, Parent Borrower shall have the option, directly or through one or more Subsidiaries, to invest such excess Net Asset Sale Proceeds for which Holdings (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Parent Borrower if such assets are purchased or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day constructed within one hundred eighty (180) days 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 so long as any such Authorized Officer canindividual or aggregate investment in the amount of $500,000 or more has been consented to by Requisite Lenders); 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 make such certification, it may certify that Holdings and Tronox US intend reinvested prior 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 last day of such certificate one hundred eighty (it being understood and agreed 180) day period, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the Obligations as set forth in Section 2.12(a); provided, that, solely notwithstanding the foregoing, in the circumstances contemplated by this clause (B), no event shall Parent Borrower be entitled to invest any such Net Asset Sale Proceeds shall not be required of any Specified Divestiture pursuant to be prepaid and shall not be permitted to be reinvested hereunder until this Section 2.11(a) and, for the earlier avoidance of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution of the foregoingdoubt, such no Net Asset Sale Proceeds of any Specified Divestiture 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 constitute Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofAmounts.

Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings or Seven Seas will not, and will not permit any of its Restricted Subsidiaries to, engage in an Asset Sale unless (i) Seven Seas (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests sold or otherwise disposed of (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 80% (100% in the case of lease payments) of the consideration therefor received by Seven Seas Within 365 days after the receipt of any Net Proceeds from an Asset Sale ProceedsSale, Borrower shall prepay Seven Seas (or cause to be prepaid the Loans Restricted Subsidiary, as set forth in Section 2.12(bapplicable) 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)apply, or obtain a waiver in respect of, enter into binding contracts (subject only to obtaining required governmental approvals) irrevocably committing Seven Seas or 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)Restricted Subsidiary to apply, such Net Proceeds to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, in each case, in the Oil and Gas Business, or Seven Seas (or the Restricted Subsidiary, as applicable) may apply such Net Proceeds to the permanent reduction of Indebtedness under the Credit Facility or the permanent reduction of any other senior Indebtedness of Seven Seas or the permanent reduction of any long-term Indebtedness of such Restricted Subsidiary. Pending the final application of any such Net Proceeds, Seven Seas or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sale Proceeds shall Sales that are not be required applied or invested, or committed to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of such cure (if such cure is possible) applied 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 invested as provided in the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by preceding sentence of this paragraph shall be deemed to constitute "Excess Proceeds." On the end 366th day after the receipt 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 any Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale or, if a governmental authority declines on or after such 366th day to grant or issue a required approval in relation to a binding contract, then on the tenth Business Day thereafter, Seven Seas will be required to make an offer to all Holders of all or a portion of any Facility such Net Notes (an "Asset Sale Proceeds shall not Offer") to purchase the maximum principal amount of Notes that may be reinvested purchased out of the Excess Proceeds, at an offer price in Equity Interests (it being understood cash in an amount equal to 100% of the principal amount thereof plus accrued and agreed thatunpaid interest and Liquidated Damages and Additional Amounts, if any, thereon to the date of purchase, in accordance with respect to any Net Asset Sale Proceeds covered by such certificate of an Authorized Officer that are not reinvested during the 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as procedures set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested)this Indenture; provided, however, that (i) no reinvestment otherwise permitted hereunder if Seven Seas is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, Seven Seas shall only be required to offer to purchase the maximum principal amount of Notes that may be made if at purchased out of the time amount of any such reinvestment Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding (for which such repurchase requirement exists). To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Offer is less than the applicable amount of Excess Proceeds, Seven Seas may use any remaining Excess Proceeds received for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the applicable amount of Excess Proceeds, Seven Seas shall notify the Trustee of the aggregate principal amount of Notes that are to be purchased and the Trustee shall select the Notes to be purchased in authorized denominations on a Non-US Entity from pro rata basis, by lot or by such other method as the Trustee deems Notwithstanding the foregoing, Seven Seas will not be obligated to repurchase more than 25% of the original aggregate principal amount of the Notes pursuant to this covenant prior to the day following the fifth anniversary of the issue date of the Notes (the "Five Year Date"), and the maximum amount to be applied to the repurchase of Notes in connection with any Asset Sale Offer made pursuant to this covenant having a sale or other disposition of property or assets otherwise permitted under purchase date prior to the Credit Documents day following the Five Year Date shall be excluded from this prepayment obligation the lesser of (x) the Excess Proceeds and (y) 25% of the original aggregate principal amount of the Notes less the aggregate principal amount of Notes purchased pursuant to Asset Sale Offers relating to all prior Asset Sales. To the extent that the amount of Excess Proceeds exceeds the amount of Notes purchased because of the limitation imposed by the immediately preceding sentence (the amount of such excess being the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall constitute Excess Proceeds for purposes of the first Asset Sale Offer that is made after the Five Year Date and, in the event the amount of the Aggregate Unused Proceeds exceeds $10.0 million, promptly after the Five Year Date, Seven Seas shall commence an Asset Sale Offer on a pro rata basis for an aggregate principal amount of Notes equal to the Aggregate Unused Proceeds (and any other Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer) at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, thereon to the date of purchase. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement but no longer than 40 days, except to the extent that a longer period is required by applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net the "Asset Sale Proceeds are Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), Seven Seas shall purchase the principal amount of Notes required to be purchased pursuant to this covenant (the "Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been so validly tendered and not subject properly withdrawn, all Notes validly tendered and not properly withdrawn in response to the restrictions described Asset Sale Offer. Payment for any Notes so purchased shall be made in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net same manner as interest payments are made on the Notes. If the Asset Sale Proceeds Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, will be paid to the Borrower promptly after receipt thereof for distribution Person in accordance whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, Seven Seas shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the provisions hereof.Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Asset Sales. No later than the fifth first Business Day following the date of receipt by Intermediate Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (including, Borrower for the avoidance of doubt, Net Asset Sale Proceeds which result from the sale of Merchant Accounts or customer accounts of NTS) in excess of $250,000 in the aggregate since the Closing Date, Companies shall prepay or cause to the Term Loans and/or the Term Loan Commitments shall be prepaid the Loans permanently reduced as set forth in Section 2.12(b2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(a) in respect Administrative Agent, Companies shall have the option, directly or through one or more Subsidiaries, to invest all or any portion of such Net Asset Sale Proceeds for which Holdings (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of Companies if such assets are purchased or Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day constructed within one hundred eighty (180) days 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 so long as any such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure (if such cure is possible), individual 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 aggregate investment in the circumstances contemplated amount of $250,000 or more has been consented to by this clause Administrative Agent and Required Lenders) or (B), 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 Sale Proceeds and (y) such Permitted Acquisition is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be held at all times prior to such reinvestment, in a Controlled Account. In the event that the Asset Sale Reinvestment Amounts are not be required reinvested by Companies prior to be prepaid and shall not be permitted to be reinvested hereunder until the earlier earliest of (i) the last day of such cure one hundred twenty (if such cure is possible120) or waiver and the end of such 30 day period (if a definitive purchase agreement with respect to a Permitted Acquisition 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 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 pending resolution (iii) the date of the foregoingoccurrence of a Default or an Event of Default, Administrative Agent shall apply such Net Asset Sale Proceeds shall have been deposited in Reinvestment Amounts to 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 Obligations as set forth in Section 2.12(b) with such Net Asset Sale Proceeds2.14(b)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later If after the Closing Date any Vencor Company (other than the fifth Business Day following the date of receipt by Holdings or an Excluded Partnership) receives any of its Subsidiaries Net Cash Proceeds of any Net Asset Sale ProceedsSale, Borrower the Borrowers shall prepay or cause (subject to be prepaid subsection (g) below) an aggregate principal amount of Loans and permanently reduce the Loans as set forth in Section 2.12(b) Commitments 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 100% of such Net Asset Sale Cash 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested)Sale; provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time such Net Cash Proceeds are proceeds of an Asset Sale of any of the Appraised Properties, the Borrowers shall, notwithstanding the 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 reinvestment an Event of Default has occurred Net Cash Proceeds, and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) 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 Commitments in an amount equal to 100% of such Net Cash Proceeds but shall not be required to make any prepayment of the Loans with such Net Cash Proceeds other than any prepayment required so that the Borrowers are not subject in compliance, after giving effect to such reduction of the restrictions described Commitments, with the limitations set forth in Section 2.01(c). Concurrently with the closing of any Asset Sale, the Net Cash Proceeds received at such closing shall be deposited in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute Prepayment Account until that portion of such Net Asset Sale Cash Proceeds (or an amount equal thereto) which is required to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofbe applied to prepay Loans is so applied.

Asset Sales. No The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of 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 (i) within six months after the date Net Cash Proceeds so received exceed the greater of $1 million or 10% of Adjusted Consolidated Net Tangible Assets (A) apply, or resolve by Board of Directors resolutions to apply no later than one year after the fifth Business Day following consummation of such Asset Sale, an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the date Company, or any indebtedness of receipt by Holdings 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 any 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 its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the six-month period referred to in clause (i)) such excess Net Asset Sale Proceeds, Borrower shall prepay or cause Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 5.10. The amount of such excess Net Cash Proceeds required to be prepaid the Loans applied (or to be committed to be applied) during such six-month or 12-month period 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 possiblei) 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) preceding sentence and if such cure (if such cure is possible) or waiver has not occurred applied as so required by the end of such 30 period shall constitute "Excess Proceeds." If, as of the first day periodof any calendar month, Borrower shall immediately prepay or cause the aggregate amount of Excess Proceeds not theretofore subject to be prepaid the Loans as set forth in an Offer to Purchase pursuant to this Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 5.10 totals at least $3 million, the same priority as the priority of its Lien on the assets sold or disposed ofCompany must commence, that such assets in which it will reinvest are useful in the 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 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 fifteenth Business Day after the end of such Permitted Reinvestment Period month, and consummate an Offer to prepay Purchase from the Loans as set forth in Section 2.12(b) in Holders of the Securities on a pro rata basis an aggregate principal amount of Securities equal to the Excess Proceeds on such Net Asset Sale Proceeds not reinvested); provideddate, howeverat a purchase price equal to 100% of the Accreted Value of the Securities, that plus, in each case, accrued interest (iif any) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer date of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofpurchase.

Asset Sales. No later than the fifth Business Day following Within five (5) days of the date of receipt by Holdings any Loan Party (or any Affiliate on behalf of its Subsidiaries such Loan Party) of any Net Asset Sale ProceedsProceeds in amount equal to or greater than $150,000, the Borrower shall offer to prepay, and, if accepted by Accepting Lenders, be obligated to prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) held by such Lenders in an aggregate amount equal to such Net Asset Sale Proceeds; provided, however, 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 so applied on such date so long as no Event of such cure (if such cure is possible) or waiver Default then exists and the end of Borrower has delivered a certificate to the Administrative Agent on such 30 day period (and pending resolution of the foregoing, date stating that such Net Asset Sale Proceeds shall have been deposited be used to invest in the Blocked Reinvestment Account) and or replace or restore any properties or assets (and, if such cure (if investment is in Oil and Gas Properties, that such cure is possibleinvestment complies with Section 6.23 of this Agreement) or waiver has not occurred by the end in respect 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) which such Net Asset Sale Proceeds in assets with respect to which were paid within 90 days following the Collateral Agent will have a Lien date of at least the same priority as the priority receipt of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale (which certificate shall set forth the estimates of all or a portion of any Facility such the Net Asset Sale Proceeds shall not to be reinvested in Equity Interests (it being understood so expended), and agreed thatprovided further, with respect to that if all or any Net Asset Sale Proceeds covered by such certificate portion of an Authorized Officer that are not reinvested during the 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 Business Day after the end of such 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 Proceeds not reinvestedrequired 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 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 this Section 2.9(a) without regard to the immediately preceding proviso. In the event of a repayment pursuant to this Section 2.9(a) from Net Asset Sale Proceeds (as hereinafter defined), such repayment of principal shall be subject and accompanied by the Premium to the extent such repayment occurs prior to the third anniversary of the Closing Date; provided, however, provided that (i) no reinvestment otherwise permitted hereunder may the Premium shall not be made if at required to accompany the time repayment of any such reinvestment an Event Net Asset Sale Proceeds with respect to the first $500,000 of Default has occurred and is continuing, (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 Loan Party and not reinvested pursuant to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described immediately prior sentence in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to aggregate during the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofterm of this facility.

Asset Sales. No Not later than the fifth ten (10) Business Day Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale Proceedsby any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member permitted hereunder), the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in apply an aggregate amount equal to 100% of such Net Asset Sale ProceedsCash Proceeds to make prepayments in accordance with Sections 2.10(i) and 2.10(j); provided, that provided that: (i) no such prepayment shall be required pursuant under this clause (c) (A) with respect to any disposition of property which constitutes a Casualty Event, or (B) to the extent the aggregate amount of Net Cash Proceeds from all such Asset Sales, together with all Casualty Events, do not exceed $4,000,000 in any twelve month period (the “Asset Sale/Casualty Event Threshold” and the Net Cash Proceeds in excess of the Asset Sale/Casualty Event Threshold, the “Excess Net Cash Proceeds”); provided that, only such Excess Net Cash Proceeds shall subject to this Section 2.11(a2.10(c); (ii) 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) so long as no Event of Default in respect of any covenants hereunder has under Section 8.01(a), (b), (g) or (h) shall have 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 ofbe continuing, such Event of Default within 30 days after the date of delivery of proceeds with respect to any 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 so applied on such date to the extent that the Borrower shall not be permitted have notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds are expected 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold used or disposed of, that such assets in which it will reinvest are useful in the business of Holdings any Group Member (including pursuant to a Permitted Acquisition, Investment or any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale of all Capital Expenditure) or a portion of any Facility such Net Asset Sale Proceeds shall not to be reinvested in Equity Interests contractually committed to be so reinvested, within 15 months (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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after within 21 months following receipt thereof for distribution in accordance with the provisions hereof.if a contractual commitment to 79 US-DOCS\133960081.2

Asset Sales. No Not later than the fifth Business Day five Banking Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds in excess of $500,000 from any Asset Sale ProceedsSale, Borrower the Company shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay or cause to be prepaid the Swingline Loan and Working Capital Loans as set forth in accordance with Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds4.4.2; provided, provided that no such 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the business of Holdings or (a) any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale permitted by Section 6.11.1(a), (b) the disposition of all assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a portion of any Facility such Net Asset Sale Proceeds shall not be reinvested in Equity Interests Casualty Event or (it being understood and agreed that, with respect to c) any Net Cash Proceeds from Asset Sale Proceeds covered by such certificate Sales permitted under clause (b) or (c) of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period Section 6.11.1, in each case so long as set forth above, (x1) 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) then exist or would arise therefrom and (y2) Holdings or Tronox US shall cause Borrower not later than the first Business Day after Net Cash Proceeds therefrom are used within 180 days following the end date of such Permitted Reinvestment Period Asset Sale to purchase replacement assets and the Company shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such fifth Banking Day confirming that such Net Cash Proceeds shall be so used; provided that if the property that was the subject of such Asset Sale constituted Pledged Collateral, then all property purchased with the 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 benefit of the Secured Parties; provided further that if such purchase is not consummated within such 180-day period, 100% of such Net Cash Proceeds shall immediately be applied to prepay the Swingline Loan and Working Capital Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with Section 4.4.2. In the provisions hereofevent the amount of Net Cash Proceeds to be applied to the prepayment of the Swingline Loan and the Working Capital Loans exceeds the sum of the then outstanding Swingline Loan plus the Working Capital Loans, the Company may use such excess in any manner not prohibited by the Credit Documents.

Asset Sales. No later If the Borrower or any Restricted Subsidiary receives any Net Sale Proceeds from an Asset Sale (other than any Asset Sales permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), or (q)), on 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, the Borrower shall, subject to Section 4.02(h), apply an amount equal to 100% of the Net Sale Proceeds therefrom on such date as a certificate mandatory repayment in accordance with the requirements of an Authorized Officer certifying in good faith Section 4.02(i); provided, however, 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 so applied on 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 (date so long as such certificate was not submitted Net Sale Proceeds shall be used to invest in bad faith) and (y) Holdings assets of the type used or Tronox US shall cause Borrower not later than to be used in the first Business Day after businesses permitted pursuant to Section 8.08 within 365 days following the end date of such 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 Proceeds not reinvested)Sale; provided, howeverfurther, that (i) no reinvestment otherwise permitted hereunder may be made if at during the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any Net Asset Sale Proceeds received by a Nonapplicable 365-US Entity from a sale or other disposition of property or assets otherwise permitted under day period the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Restricted Subsidiary enters into a definitive binding agreement committing it to apply the Net Asset Sale Sales Proceeds are not subject to in accordance with the restrictions requirements described in the immediately preceding clause (ii)proviso of this Section 4.02(d) after such 365-day period, Holdings or Tronox US shall cause such Non365-US Entity day period will be extended to distribute 540 days with respect to the amount of such Net Asset Sale Sales Proceeds required to the Borrower promptly after receipt thereof for distribution be applied in accordance with such agreement; and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.02(d) are not so reinvested within such 365-day period (or such 540-day period, in the provisions hereof.event such 365-day period has been extended pursuant to the preceding proviso of this Section 4.02(d)) (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such 365-day period (or such earlier date or the end of such 540-day period if so extended, as the case may be) as provided above in this Section 4.02

Asset Sales. No Not later than the fifth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (other than from (x) the sale of any Specified Properties after the Third Amendment Effective Date and (y) Permitted Leaseback Transactions), the 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, together with accrued interest thereon and any premium payable pursuant to Section 2.11; providedprovided that (i) to 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 Asset Sale of the Equity Interests of any Credit Party that owns ABL Priority Collateral), that no then the mandatory prepayment shall be required pursuant to this Section 2.11(a2.10(a) with respect to Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral shall be in respect an amount equal to 100% of such Net Asset Sale Proceeds for which Holdings or Tronox US shall have delivered to Administrative Agent no later than minus the fifth Business Day following the date of receipt amount of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith that are then required to be used to prepay Indebtedness under the ABL Credit Agreement, and (ii) (A) so long as no Specified Default or Event of Default and no other Event of Default (other than in respect of any covenants hereunder) has shall have occurred and is be continuing, and (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing to the extent that (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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvestx) 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 assets accordance with respect to which this Section 2.10(a) from the Collateral Agent will 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 a Lien of at least the same priority as the priority option, directly or through one or more of its Lien on the assets sold Subsidiaries, to invest (or disposed of, that such assets in which it will reinvest are useful in the business commit to invest) all or a portion of Holdings or any of its Subsidiaries and if such Net Asset Sale Proceeds are from an Asset Sale in long term productive assets of all or a portion the general type used in the business of any Facility such Net Asset Sale Proceeds shall not the Borrower and its Subsidiaries within twelve (12) months of receipt thereof (or, if committed to be reinvested in Equity Interests within such twelve (it being understood and agreed that12) month period, within six (6) months of such twelve (12) month period); provided that with respect to any Net Asset Sale Proceeds covered by from the sale of any Specified Property prior to the Third Amendment Effective Date, such certificate permitted reinvestment period shall end on April 1, 2020. For the avoidance of an Authorized Officer that are not reinvested during the Permitted Reinvestment Period as set forth abovedoubt, (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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such any Net Asset Sale Proceeds not reinvested); provided, however, that so invested during such twelve (i12) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuingmonth period (or, (iix) any in the case of commitments, within six (6) months of such twelve (12) month period and (y) in the case of Net Asset Sale Proceeds received from the sale of any applicable Specified Property, by April 1, 2020) shall be required to be used to make a Non-US Entity from a sale mandatory prepayment of the Loans on or other disposition before the Business Day after such period ends. Notwithstanding the foregoing provisions of property or assets otherwise permitted under this Section 2.10(a), the Credit Documents Net Asset Sale Proceeds of (I) any Specified Property sold after the Third Amendment Effective Date and (II) any Permitted Leaseback Transaction shall be excluded from the requirements of this prepayment obligation Section 2.10(a) and shall instead be required to repay the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; Loans and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution applied in accordance with Section 2.10(c) of this Agreement.” (d) Section 6.7 of the provisions hereof.Credit Agreement shall be restated in its entirety as follows: “6.7

Asset Sales. No later than the fifth Business Day following Within five (5) days of the date of receipt by Holdings any Loan Party (or any Affiliate on behalf of its Subsidiaries such Loan Party) of any Net Asset Sale ProceedsProceeds in amount equal to or greater than (x) $150,000 per transaction and (y) $250,000 in the aggregate over the term of this Agreement, the Borrower shall offer to prepay, and, if accepted by Accepting Lenders, be obligated to prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) held by such Lenders in an aggregate amount equal to such Net Asset Sale Proceeds; provided, however, 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 so applied on such cure date so long as (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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (xi) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest has occurred, (so long as such certificate was not submitted in bad faithii) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end total amount of such 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 Proceeds not reinvested); provided, however, that applied does not exceed $2,500,000 in the aggregate over the term of the Agreement (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any “Retained 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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; Cap”), and (iii) if the Borrower has delivered a certificate to the Administrative Agent on such date stating that such Net Asset Sale Proceeds are (A) do not subject exceed the Retained Net Asset Sale Proceeds Cap and (B) shall be used to the restrictions described invest in the immediately preceding clause or replace or restore any properties or assets (ii)and, Holdings or Tronox US shall cause if such Non-US Entity to distribute investment is in Oil and Gas Properties, that such investment complies with Section 6.23 of this Agreement) in respect of which such Net Asset Sale Proceeds were paid within 90 days following the date of the receipt of such Net Asset Sale Proceeds (which certificate shall set forth the estimates of the Net Asset Sale Proceeds to be so expended); 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 promptly or the relevant Subsidiary determines not to reinvest such Net Asset Sale Proceeds as set forth above), or, if later, within 90 days after receipt thereof for distribution the Borrower or such Subsidiary has entered into a binding commitment (prior to the end of the referenced 90-day period) to 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 accordance with this Section 2.9(a) without regard to the provisions hereofimmediately preceding proviso. Any principal amount required to be prepaid under this Section 2.9(a) shall be subject to and accompanied by the Premium, as applicable.

Asset Sales. No later than the fifth tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries Jefferson Group Member of any Net Cash Proceeds from any Asset Sale ProceedsSale, the Borrower shall prepay or cause to be prepaid the Term Loans as set forth in Section 2.12(b2.16(b) in an aggregate amount equal to such Net Asset Sale Cash Proceeds; provided, that so long as no prepayment Event of Default under Section 7.1(a) or (f) shall have occurred and be required pursuant to this Section 2.11(a) in respect of continuing at the time such Net Cash Proceeds from Asset Sale Proceeds for which Holdings or Tronox US Sales are received, the Borrower shall have delivered the option, directly or through one or more of its Subsidiaries, to Administrative Agent no later than reinvest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the fifth Business Day following business of the date Borrower and its Subsidiaries (or to use such Net Cash Proceeds to replace assets Disposed of in such Asset Sale) or to enter into a binding commitment to acquire such assets within 365 days of receipt thereof so long as such assets are actually acquired within 545 days of receipt of such Net Cash Proceeds; provided further, that any Net Cash Proceeds not so reinvested shall be applied to the prepayment of the Term Loans as set forth in this Section 2.15(a) at the end of such reinvestment period; provided further, that no such Net Cash Proceeds received in connection with any 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 reinvested pursuant to cure (if such cure is possible), the first 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 second proviso above shall not be required to be prepaid used to prepay the Term Loans until the aggregate amount of all such Net Cash Proceeds received and not reinvested during the 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 Asset Sale Threshold Amount shall be permitted required to be reinvested hereunder until used to prepay 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 Term Loans as set forth in Section 2.12(b) with such Net Asset Sale Proceeds2.16(b)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than the fifth seven (7) Business Day Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds in excess of $2,000,000 in the aggregate since the Closing Date, Borrower Company shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.13(b) in an aggregate amount equal to such excess Net Asset Sale Proceeds; provided, that so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(aAdministrative Agent, Company shall have the option, directly or through one or more Subsidiaries, to invest (or commit to invest) in respect of such excess Net Asset Sale Proceeds for which Holdings (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 Tronox US shall have delivered to Administrative Agent no later than the fifth Business Day constructed within one hundred eighty (180) days 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 so long as any such Authorized Officer cannot make 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 certification, it may certify that Holdings and Tronox US intend to cure (if such cure is possible), or obtain a waiver in respect ofreinvestment, 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 Reinvestment Amounts shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until (i) at the earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution option of the foregoing, such Net Asset Sale Proceeds shall have been deposited in the Blocked Reinvestment Account) and Company 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, be applied to prepay the Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) or (ii) any 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 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 outstanding in accordance with clause (i) of the immediately preceding sentence, then on such last day Company 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 the 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 that gave rise to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds Reinvestment Amounts, or (B) are not subject to the restrictions described held in an escrow account in accordance with clause (ii) in the immediately preceding clause (ii)sentence, Holdings or Tronox US then on such last day Administrative Agent shall cause apply such Non-US Entity to distribute such Net Asset Sale Proceeds Reinvestment Amounts to the Borrower promptly after receipt thereof for distribution Obligations as set forth in accordance with the provisions hereofSection 2.13(b).

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay or cause to be prepaid the Term 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b2.16(c) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any excluding Net Asset Sale Proceeds received by a Non-US Entity (i) from a sale sales or other disposition dispositions of worn-out, damaged or obsolete property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation and (ii) during any Fiscal Year to the extent applicable law extent, when taken together with the Net Insurance/Condemnation Proceeds received in such Fiscal Year, not exceeding $1,000,000 in the aggregate in such Fiscal Year); provided, so long as no Default or regulation prohibits transfer Event of such proceeds Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within 180 days of receipt thereof (or 365 days if Borrower or any of its Subsidiaries enters into a Guarantor; legally binding commitment to invest such Net Asset Sale Proceeds within 180 days of receipt thereof) in long-term productive assets of the general type used in the business of Borrower and (iii) if its Subsidiaries. In the event that such Net Asset Sale Proceeds are not subject reinvested by Borrower prior to the restrictions described in earlier of (i) the immediately preceding clause last day of such 180 day or 365 day period, as the case may be, and (ii)) the date of the occurrence of an Event of Default, Holdings or Tronox US Borrower shall cause such Non-US Entity prepay the Term Loans in an amount equal to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution as set forth in accordance with the provisions hereofSection 2.16(c).

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds in excess of $2,000,000 from the Closing Date through the applicable date of determination, Borrower the Company shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.15(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 amount 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in assets with respect to which excess of $2,000,000 from the Collateral Agent will have a Lien of at least the same priority Closing Date; provided, so long as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above, (x) no Default or Event of Default shall be deemed to have occurred merely because Holdings previously and be continuing, the Company shall have the option, directly or through one or more of 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; provided a certificate indicating its intent to reinvest (so long as further, pending any such certificate was not submitted in bad faith) and (y) Holdings or Tronox US shall cause Borrower not later than the first Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to investment all such Net Asset Sale Proceeds not reinvestedshall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments); provided. Notwithstanding anything to the contrary herein, however, that (i) no reinvestment otherwise permitted hereunder may be made if at in the time event of any such reinvestment an Event the sale of Default has occurred and is continuingChicago Real Property, (ii) any the 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 thereof shall not be excluded from subject to this prepayment obligation Section 2.14(a) to the extent applicable law that such proceeds are used to consummate Permitted Acquisitions pursuant to Section 6.9(e) or regulation prohibits transfer for plant relocation purposes (moving, facility improvement and related expenses) without time limit, provided, that, within CREDIT AND GUARANTY AGREEMENT EXECUTION 180 days of the receipt of such proceeds proceeds, the Company shall deliver to Borrower or the Administrative Agent a Guarantor; certificate setting forth a schedule and estimated costs for such plant relocation and (iiiii) if such in the event of the sale of the Xxxx Fitness Business Unit, the Net Asset Sale Proceeds are thereof shall not be subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds this Section 2.14(a) to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofextent that such proceeds are used to consummate Permitted Acquisitions pursuant to Section 6.9(e).

Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings or ACC shall not, and shall not permit any of its Restricted Subsidiaries of to, directly or indirectly, engage in any Net Asset Sale Proceedsunless (i) ACC (or the Restricted Subsidiary, Borrower shall prepay or cause as the case may be) receives consideration at the time of such Asset Sale at least equal to be prepaid the Loans as fair market value (evidenced by a resolution of ACC's Board of Directors 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 Officers' Certificate delivered to Administrative Agent no later than the fifth Business Day following Trustee) of the date assets or Capital Stock issued or sold or otherwise disposed of receipt and (ii) at least 85% of the consideration therefor received by ACC or 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 Restricted Subsidiary 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 form of such cure (if such cure is possible) cash 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested)Cash Equivalents; provided, however, that ACC (ior the Restricted Subsidiary, as the case may be) no reinvestment otherwise permitted hereunder may be made receive Permitted Asset Sale Consideration in lieu of cash or Cash Equivalents if ACC and its Restricted Subsidiaries could incur, on a pro forma basis after giving effect to such Asset Sale and receipt of such Permitted Asset Sale Consideration as if the same had occurred at the time beginning of the most recent four full fiscal quarters ending immediately prior to the date of such Asset Sale, at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.09 hereof. Within one year after the receipt of any Net Proceeds from any Asset Sale, ACC (or the Restricted Subsidiary, as the case may be) may apply such reinvestment an Event of Default has occurred and is continuingNet Proceeds, at its option, (iia) 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 retire Senior Debt, (b) to the extent applicable law purchase of a controlling interest in another business or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described purchase of capital assets, in each case, in the immediately preceding clause same line of business as ACC was engaged in on the date of this Indenture or (ii), Holdings or Tronox US shall cause such Non-US Entity c) to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution redeem 9 3/4% Debentures in accordance with the provisions hereofof the 9 3/4% Indenture. Any Net Proceeds from any Asset Sale that are not applied or invested as provided in the preceding sentence constitute Excess Proceeds (the "Excess Proceeds"). Within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall make an Asset Sale Offer to purchase the maximum principal amount of Notes and any Pari Passu Debt 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 (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to Section 3.10 hereof is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis, based upon the principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company shall obtain from the indenture trustee, representative or agent under the documentation governing any Pari Passu Debt the amount of Pari Passu Debt that has been tendered in connection with any Asset Sale Offer and provide such information in an Officers' Certificate delivered to the Trustee.

Asset Sales. No later than the fifth (5/th/) Business Day ----------- following the date of receipt by Holdings ChipPAC or any of its Subsidiaries of Cash Proceeds of any Net Asset Sale ProceedsSale, Borrower Company shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b(and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an aggregate amount equal to such the Net Asset Sale ProceedsCash Proceeds received with respect thereto; providedprovided that, 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 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 Asset Sale Proceeds a certificate of an Authorized Officer certifying in good faith that (A) no Specified Event of Default Sale, is less than 3.50:1.00); 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 provided still further -------- ----- ------- that, solely in on each Reinvestment Prepayment Date, an amount equal to 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (or intend during such period to commit in writing to reinvest) such Net Asset Sale Proceeds in assets Prepayment Amount with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted relevant 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 Business Day after the end of such Permitted Reinvestment Period applied to prepay the Loans as set forth (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced). Concurrently with any prepayment of Loans (and/or any reduction in Section 2.12(bthe 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 Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In addition, in the event that ChipPAC shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment (and/or a reduction in the Revolving Loan Commitments) pursuant to this subsection 2.4B(iii)(a), determine that the prepayments (and/or a reduction in the Revolving Loan Commitments) 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), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduction in the Revolving Loan Commitments) in an amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time amount of any such reinvestment an Event of Default has occurred deficit, and is continuing, (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 ChipPAC shall be excluded from this prepayment obligation concurrently therewith deliver to the extent applicable law or regulation prohibits transfer Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such proceeds deficit. If Company is otherwise required to Borrower or a Guarantor; and (iii) if such apply any portion of Net Asset Sale Cash Proceeds are not subject to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained in this Agreement to the restrictions described in the immediately preceding clause (ii)contrary, Holdings or Tronox US ChipPAC shall cause such Non-US Entity to distribute such Net Asset Sale Cash Proceeds to be applied to the Borrower promptly after receipt thereof for distribution in accordance with prepayment of the provisions hereofLoans so as to eliminate or minimize any obligation to be applied to prepay the Subordinated Debt.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings any Note Party or any of its Subsidiaries of any Net Asset Sale ProceedsProceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Borrower Company shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) Notes in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no prepayment Default or Event of Default shall have occurred and be required pursuant continuing, and (ii) to this Section 2.11(a) in respect of such the extent that aggregate Net Asset Sale Proceeds for which Holdings or Tronox US from the Closing Date through the applicable date of determination do not exceed $500,000, upon delivery of a written notice to Purchasers, Company shall have delivered the option, directly or through one or more Subsidiaries, to Administrative Agent no later than invest Net Asset Sale Proceeds (the fifth Business Day “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 (180) days 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 so long as any such Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to cure (if such cure is possible), individual 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 aggregate investment in the circumstances contemplated amount of $500,000 or more has been consented to by this clause Requisite Purchasers) or (B), 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 Sale Proceeds shall 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 Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the event that the Asset Sale Reinvestment Amounts are not be required reinvested by Company prior to be prepaid and shall not be permitted to be reinvested hereunder until the earlier earliest of (i) the last day of such cure one hundred twenty (if such cure is possible120) or waiver and the end of such 30 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 pending resolution (iii) the date of the foregoingoccurrence of an Event of Default, such Net Asset Sale Proceeds Reinvestment Amounts shall have been deposited in be applied to 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 Obligations as set forth in Section 2.12(b) with such Net Asset Sale Proceeds2.14(b)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such 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. No later than Within two (2) Business Days after the fifth Business Day following consummation by the date of receipt by Holdings Borrower or any of its Subsidiaries Subsidiary of any Asset Sale, the Borrower shall apply ninety percent (90%) of the Net Proceeds realized from such Asset Sale to permanently reduce the Term Loan Obligations, the Note Obligations, and the Revolving Credit Obligations by forwarding such Net Proceeds (the "Asset Sale Net Proceeds, Borrower shall prepay or cause ") to be prepaid the Loans Agent and the Note Lenders in the respective percentages as set forth in Section 2.12(b7(e) 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 Intercreditor Agreement; provided that 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred under this Agreement as of the date such Net Proceeds are made available, the Borrower may apply the first twelve million dollars ($12,000,000) in Net Proceeds generated from Asset Sales, reduced by the Net Proceeds applied from Miscellaneous Asset Sales, to either: (i) its bona fide costs and is continuingexpenses actually incurred in connection with the conversion of its Marshville Facility (collectively, "Marshville Conversion Expenses"); or (ii) if at any Net Asset Sale Proceeds received by a Non-US Entity from a sale time on or other disposition before November 30, 1998, no such expenses have been incurred or are outstanding and no Event of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation Default has occurred, then to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject projected Marshville Conversion Expenses pursuant to the restrictions described financial projections provided to the Agent on February 4, 1998, provided that if on November 30, 1998, any funds are held in the immediately preceding clause reserve pursuant to this subsection (ii), Holdings or Tronox US shall cause then such Non-US Entity to distribute such Net Asset Sale Proceeds funds will be released to the Borrower promptly after receipt thereof Agent and the Note Lenders for distribution in accordance with the provisions hereofIntercreditor Agreement. The Borrower shall provide to the Agent an 33 accounting of the Marshville Conversion Expenses at the time of such application certified as true and correct by the Chief Financial Officer of the Borrower.

Asset Sales. No later than the fifth first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower Company shall prepay or cause to be prepaid the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.12(b2.15(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(i) 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 so long as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 be continuing, and (yii) Holdings to the 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 Tronox US through one or more of 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 cause Borrower 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 later than been reinvested or committed to be reinvested (the first Business Day after "UNREINVESTED NET ASSET SALE PROCEEDS") shall be applied (i) first, to the end extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the reasonable judgment of such Permitted Reinvestment Period 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 2.12(b2.15(b), (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 (iii) 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 an aggregate amount equal to such Section 2.15(b). Concurrently with any determination by Company that any portion of any Unreinvested Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, Foreign Subsidiary will be applied as described in clause (ii) any of the immediately preceding proviso, Company shall deliver to Agent an Officers' Certificate (w) certifying that such Unreinvested 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 cannot be excluded from this prepayment obligation repatriated to the extent applicable law or regulation prohibits transfer United States without resulting in a material tax liability to Company and the reasons therefore, (y) specifying the amount of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Unreinvested Net Asset Sale Proceeds to be retained by such Foreign Subsidiary as described in said clause (ii) and the Borrower promptly after receipt thereof for distribution in accordance with cumulative aggregate amount of all such Unreinvested Net Asset Sale Proceeds so retained by all Foreign Subsidiaries since the provisions hereofdate 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. No later than the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries Restricted Party of any Net Asset Sale ProceedsProceeds 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, Borrower Company shall prepay or cause to the principal amount of Loans and, after the Term Loans have been repaid in full, the Revolving Commitments shall be prepaid the Loans permanently reduced as set forth in Section 2.12(b2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no prepayment Event of Default shall have occurred and be required pursuant continuing, upon delivery of a written notice to this Section 2.11(a) in respect of such Administrative Agent, Company shall have the option, directly or through one or more Restricted Subsidiaries, to invest Net Asset Sale Proceeds for which Holdings (the “Asset Sale Reinvestment Amounts”) in new or Tronox US shall have delivered replacement assets of the general type used or useful in the business of Company and its Restricted Subsidiaries or to Administrative Agent no later than the fifth Business Day 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 (270) days following the date of receipt of such Net Asset Sale Proceeds a certificate (or, within three hundred sixty-five (365) days following receipt 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 (x) by Company or such Restricted Subsidiary if Company or such Restricted Subsidiary shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the earlier of have entered into a legally binding commitment within such cure two hundred seventy (if such cure is possible270) or waiver and the end of such 30 day period to reinvest such Asset Sale Reinvestment Amounts or (and pending resolution y) by any Restricted Foreign Subsidiary if the distribution of the foregoing, such Net Asset Sale Proceeds shall have been deposited by such Restricted Foreign Subsidiary to Company or any Domestic Subsidiary is prohibited or delayed by applicable local requirements of law or the Company has determined in good faith (and the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by the end Company notifies Administrative Agent of such 30 determination) that such distribution would result in a material adverse tax cost consequence to Company and its Restricted Subsidiaries). In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company or such Restricted Party prior to the earlier of (i) the last day of such two hundred seventy (270) day period (or, if applicable, the last day of such three hundred sixty-five (365) day period), Borrower and (ii) the date of the occurrence of an Event of Default, Company shall immediately prepay or cause to the principal amount of Loans and the Revolving Commitments shall be prepaid the Loans permanently reduced as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b2.14(b) in an aggregate amount equal to of such Net Asset Sale Proceeds Reinvestment Amounts not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution reinvested in accordance with the provisions hereofthis Section.

Asset Sales. No later than the fifth third Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay or cause to be prepaid the Term 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such Permitted Reinvestment Period to prepay the Loans as set forth in Section 2.12(b2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (ii) any excluding Net Asset Sale Proceeds received by a Non-US Entity (i) from a sale sales or other disposition dispositions of worn-out, damaged or obsolete property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation and (ii) during any Fiscal Year to the extent applicable law extent, when taken together with the Net Insurance/Condemnation Proceeds received in such Fiscal Year, not exceeding $1,000,000 in the aggregate in such Fiscal Year); provided, so long as no Default or regulation prohibits transfer Event of such proceeds Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within 180 days of receipt thereof (or 365 days if Borrower or any of its Subsidiaries enters into a Guarantor; legally binding commitment to invest such Net Asset Sale Proceeds within 180 days of receipt thereof) in long-term productive assets of the general type used in the business of Borrower and (iii) if its Subsidiaries. In the event that such Net Asset Sale Proceeds are not subject reinvested by Borrower prior to the restrictions described in earlier of (i) the immediately preceding clause last day of such 180 day or 365 day period, as the case may be, and (ii)) the date of the occurrence of an Event of Default, Holdings or Tronox US Borrower shall cause such Non-US Entity prepay the Term Loans in an amount equal to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution as set forth in accordance with the provisions hereofSection 2.15(b).

Asset Sales. No later than In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.04, on each date after the fifth Business Day following the date of receipt by Initial Borrowing Date upon which Holdings or any of its Subsidiaries of receives any Net cash proceeds from any Asset Sale ProceedsSale, Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in other than an aggregate Excluded Asset Disposition, an amount equal to the Bank Facility Mandatory Prepayment Amount of 100% of the Net Sale Proceeds therefrom shall be paid and applied on such Net Asset Sale Proceedsdate as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.04(i) and (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 prepayment shall be required pursuant to 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 Section 2.11(asubsection) for 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 aggregate 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 such Net Asset Sale Proceeds for which Holdings all amounts occurring during any fiscal year, 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 (Az) no Specified Default or Event of Default then exists and no other Event of Default (other than in respect of any covenants hereunder) has occurred such proceeds are received from a Sale-Leaseback Transaction and is continuing, (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing (and if such Authorized Officer cando not 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 exceed the date of delivery of such certificate (it being understood and agreed that, solely in the circumstances contemplated by this clause (B), Sale-Leaseback Limit; then such Net Asset Sale Proceeds shall not be required to be prepaid and shall not be permitted so applied to be reinvested hereunder until the earlier extent that the Borrower has delivered to the Administrative Agent a Notice of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending resolution of the foregoing, Asset Sale stating that such Net Asset Sale Proceeds shall have been deposited be used to acquire productive tangible assets (or Fishing Rights) of comparable monetary value to be engaged in the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by Business within 270 days following the end date of the receipt of such 30 day period, Borrower Net Sale Proceeds (which Notice shall immediately prepay or cause set forth the estimates of the Net Sale Proceeds to be prepaid the Loans as set forth in Section 2.12(b) with such Net Asset Sale Proceeds)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 receipt of such Net Sale Proceeds (C) during or such earlier date, if any, as the Permitted Reinvestment Period, Holdings and its Subsidiaries intend Borrower or the relevant Subsidiary determines not to reinvest (or intend during such period to commit in writing to reinvest) such the Net Asset Sale Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 Permitted Reinvestment Period as set forth above), (x) no Default or Event of Default such remaining portion 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 applied on the first Business Day after the end last day of such Permitted Reinvestment Period period (or such earlier date, as the case may be) as provided above in this Section 4.04(d) without regard to prepay the Loans as set forth preceding proviso. All replacement assets shall, in accordance with Section 2.12(b) in an aggregate amount equal 8.12, promptly become subject to the perfected, first priority Senior Creditor Liens, to the extent the assets subject to such Net Asset Sale Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at were required pursuant to the time terms of any such reinvestment an Event of Default has occurred and is continuing, (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 to be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofLiens.

Asset Sales. No later than If at any time the fifth Company intends to consummate any Asset Sale in any Fiscal Year (which Asset Sale, when taken together with any other Asset Sales in the same Fiscal Year, 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, accrued and unpaid premium, if any, 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 receipt by Holdings consummation of such Asset Sale. In addition, to the extent that the Company receives any cash or any of its Subsidiaries cash equivalents upon the sale, conversion, collection or other liquidation of any Net non-cash proceeds from such Asset Sale ProceedsSale, Borrower the Company shall prepay or cause notify the Holder in writing within one (1) Business Day of such receipt. The Holder may, within five (5) Business Days after receipt of such written notice, direct the Company 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 make a mandatory prepayment shall be required pursuant to under this Section 2.11(a5(a) in respect of with such Net Asset Sale Proceeds for which Holdings cash or Tronox US cash equivalents and, if the Holder so directs the Company, the Company shall have delivered to Administrative Agent no later than the fifth make such mandatory prepayment within one (1) Business Day following the date of its 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing, (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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution in accordance with the provisions hereofHolder's notice.

Asset Sales. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale Proceedsby any Company, Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in apply 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 100% of such Net Asset Sale Cash 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 make prepayments 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 accordance with Section 2.12(b) with such Net Asset Sale Proceeds)), and (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested2.10(h); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.10(c), at the time election of any the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date of such reinvestment an Asset Sale), and so long as no Event of Default has shall have occurred and is be continuing, (ii) the Borrower or such Subsidiary thereof may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets of the Borrower or such Subsidiary, so long as within 365 days after the receipt of such Net Cash Proceeds such reinvestment transactions shall have been consummated; provided that, if the Borrower or such Subsidiary enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of the Borrower or such Subsidiary within 365 days of the receipt thereof, Borrower or such Subsidiary thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; and provided further, however, that any Net Asset Sale Cash 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 extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject to the restrictions described in the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof for distribution reinvested in accordance with the provisions hereofterms of, and within the time frames set forth in, this Section 2.10(c) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.10(c).

Asset Sales. No Not later than the fifth five (5) Business Day Days following the date of receipt by Holdings the Initial Borrower or any of its Subsidiaries Restricted Subsidiary of any Net Asset Sale ProceedsProceeds in excess of $10,000,000 in the aggregate during any twelve-month period, the Borrower Representative shall prepay or cause the Term Loans, subject to be prepaid the Loans as set forth in Section 2.12(bSections 2.13(g) and 2.14(b) in an aggregate amount equal to one hundred percent (100%) of 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 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 (including pursuant to a Permitted Acquisition) or to be contractually committed to be so reinvested (such amounts “Asset Sale Reinvestment Amounts”), within twelve (12) months following receipt of such Net Asset Sale Proceeds; provided, provided that no prepayment such Asset Sale Reinvestment Amounts that have been contractually committed to be reinvested during such twelve (12) month period 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 reinvested within 30 180 days after the date of delivery expiration of such certificate twelve (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 possible12) 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 month 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 (C) during the Permitted Reinvestment Period, Holdings and its Subsidiaries intend to reinvest (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 same priority as the priority of its Lien on the assets sold or disposed of, that such assets in which it will reinvest are useful in the 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 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 Business Day after the end of such 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 Proceeds not reinvested); provided, however, that (i) no reinvestment otherwise permitted hereunder may be made if at the time of that any such reinvestment an Event prepayment would be required, the Borrowers (or any Restricted NAI-1537228099v3 Subsidiary of Default has occurred the Borrowers) are required to prepay or offer to repurchase any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any other Indebtedness permitted hereunder, in each case, that is secured by the Collateral on a pari passu basis and that is continuingpari passu in right of payment, with the Obligations under Initial Term Loans and Revolving Loans, pursuant to the terms of the documentation governing such Indebtedness (iisuch 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 Asset Sale Proceeds, then the Borrower Representative may apply such portion of the Net Asset Sale Proceeds received by on a Non-US Entity from a sale or other disposition pro rata basis (determined on the basis of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to aggregate outstanding principal amount of the extent applicable law or regulation prohibits transfer Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such proceeds to Borrower or a Guarantor; and (iii) if such Net Asset Sale Proceeds are not subject allocated to the restrictions described in Other Applicable Indebtedness shall not exceed the immediately preceding clause (ii), Holdings or Tronox US shall cause such Non-US Entity to distribute amount of such Net Asset Sale Proceeds required to be allocated to the Borrower promptly after receipt thereof for distribution 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 provisions 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 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 twelve (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).