Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower Subject to subsection 1.8(e), if a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make mandatory principal prepayments or agree to make a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds the US Dollar Equivalent of $2,000,000, then (A) Holdings shall promptly notify the Agents of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds not reinvested to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, such Credit Party shall deliver, or cause to be delivered, such excess Net Proceeds to the Appropriate Agent for distribution to the applicable Lenders as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments a prepayment of the Loans, which prepayment shall be made applied in accordance with subsection 1.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing but subject to the last sentence of this subsection, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss to reinvest in productive or replacement assets (other than Inventory, except to the extent of Inventory damaged or destroyed in an Event of Loss) of a kind then used or usable in the business of such Credit Party or such Subsidiary, within three Business Days two hundred seventy (270) days after the date of receipt such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment; provided that Holdings notifies the Appropriate Agent of such Credit Party’s or such Subsidiary’s intent to reinvest and of the Net Cash Proceeds completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Notwithstanding anything in this Agreement to the contrary, if as a result of any such Asset Disposition sale, assignment, disposition or other transfer by such any Credit Party of any Property or any if as a result of its Restricted Subsidiaries; provided thatan Event of Loss, (A) no prepayment the outstanding principal balance of US Revolving Loans exceeds the Maximum US Revolving Loan Balance and/or the US Dollar Equivalent of the outstanding principal balance of Canadian Revolving Loans exceeds the Maximum Canadian Revolving Loan Balance, Borrowers shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed immediately pay or cause to be reinvested pursuant paid outstanding Loans in an amount sufficient to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of eliminate such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageexcess.

Asset Dispositions. The Within two (2) Business Days of receipt by any Credit Party of Net Cash Proceeds (so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $150,000), from any asset disposition of Collateral (excluding dispositions of Inventory in the ordinary course of business), the Borrower shall make mandatory principal prepayments of prepay the Term Loans Obligations in the manner set forth in clause (v) below in amounts an aggregate amount equal to the Asset Sale Prepayment Percentage sum of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (ai) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount 100% of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such so received plus (ii) the applicable Early Termination Premium (such prepayments shall be made within three Business Days after directed to the date Collection Account and applied in accordance with the application of receipt payments specified in Section 2.05(b) and shall result in a pro rata repayment of the Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided, that (A) (1) any Net Cash Proceeds received by any Credit Party as a result of the AdParlor Sale (“AdParlor Sale Proceeds”) may, at the option of the Borrower, be applied on or prior to the first anniversary of the Closing Date to (x) make a repayment of outstanding Revolving Credit Loans (without any reduction of the Revolving Credit Commitments) or (y) make a pro rata repayment of the Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause (y)) (in the case of clauses (x), without any Early Termination Premium being payable in connection therewith and in the case of clause (y), with an Early Termination Premium being payable on AdParlor Sale Proceeds in excess of $10,000,000), (2) if no Revolving Credit Loans are outstanding at such time (including after giving effect to any prepayment made pursuant to the foregoing clauses (A)(1)(x) or (y)), then any such Asset Disposition excess AdParlor Sale Proceeds may be retained by such Credit Party and (3) if an Event of Default has occurred and is continuing at the time of such prepayment, then the amount of AdParlor Sale Proceeds that may be applied or any of its Restricted Subsidiaries; provided that, otherwise retained pursuant to this clause (A) no prepayment shall not exceed $10,000,000 (with any amount of AdParlor Sale Proceeds in excess of $10,000,000 being required to be required under applied pursuant to this Section 4.4(b)(ii2.03(c) without giving effect to the extent that such this clause (A)) and (B) Net Cash Proceeds received by any Credit Party as a result of the True North Loyalty Sale after the Closing Date shall be used by the Borrower to repay the Total Revolving Credit Outstandings (without a permanent reduction of the Revolving Credit Commitment); provided, further, that so long as no Event of Default shall have occurred and is continuing, at the election of the Borrower, any Credit Party may reinvest any Net Cash Proceeds that are committed subject to be reinvested pursuant to this Section 2.03(c) (other than Net Cash Proceeds received from the sale of (i) the Capital Stock of the Borrower or its Subsidiaries or (ii) all or substantially all or a legally binding agreement material portion of the assets of any Credit Party or any business line, unit or division of a Credit Party or its Subsidiaries) in assets used or useful in the business of the Borrower and its Restricted Subsidiaries any other Credit Party within twelve six (6) months after receipt the date of such asset disposition (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and are thereafter actually Proceeds, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in assets used or useful each case, such longer period of time as agreed in writing by the business Administrative Agent’s in its sole discretion, the consummation of such reinvestment to be certified by the Borrower and its Restricted Subsidiaries in writing to the Administrative Agent within six monthssuch period, as extended hereunder; provided further provided, further, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually so reinvested within such six six-month period (or, to the extent applicable, such nine-month period) shall be prepaid in accordance immediately applied (together with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(iiEarly Termination Premium) to the extent such Net Cash Proceeds are attributable to an Asset Disposition prepayment of a Foreign Subsidiary so long the Obligations as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageset forth in Section 2.05(c).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from If any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Loan Party or any of its Restricted SubsidiariesSubsidiaries Disposes of, or suffers an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (b)(i), (c), (e), (f), (g), (h), (i), (j), (k) or (l)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss occurring during the Fiscal Year in excess of $2,500,000 in the aggregate for all such Dispositions and Events of Loss, Borrowers shall prepay an aggregate principal amount of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided thatthat so long as no Event of Default shall have occurred and be continuing (or, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent the only Event of Default that has occurred and is continuing is an Event of Default arising under Section 8.01(a), so long as the Borrowers have paid in full the unpaid amount giving rise to such Event of Default with such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in (such payment, the business “Monetary Default Payment”)), the recipient of the Borrower and its Restricted Subsidiaries within twelve months after receipt of any such Net Cash Proceeds and are thereafter actually reinvested realized in assets used a Disposition or useful Event of Loss described in this Section 2.06(b)(ii) may (x) reinvest the business amount of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period(or, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable were used to an Asset Disposition pay the Monetary Default Payment, the remaining amount of such Net Cash Proceeds) within three hundred sixty-five (365) days of the receipt thereof, in replacement assets of a Foreign Subsidiary so long as kind then used or usable in the Consolidated Total Leverage Ratio calculated on business of such recipient or (y) enter into a Pro Forma Basis binding commitment thereof within said three hundred sixty-five (365) day period and actually reinvests such Net Cash Proceeds within one hundred eighty (180) days after giving effect the last day of said three hundred sixty-five (365) day period; provided that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, Borrowers shall prepay the Loans in an amount equal to such Asset Disposition) is less than Net Cash Proceeds (to the Specified Leverageextent not reinvested or intended to be reinvested within such time period).

Asset Dispositions. The Following any Asset Disposition (or related series of Asset Dispositions) or receipt by the Borrower or any Restricted Subsidiary of Extraordinary Receipts, the Borrower shall make mandatory principal prepayments prepay the Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Term Loans in the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) or such Extraordinary Receipts (such prepayment to be applied as set forth in clause (vvii) below in amounts equal to the Asset Sale Prepayment Percentage below) within five (5) Business Days of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toreceipt thereof; provided, however, that, so long as no Event of Default has occurred and in accordance withis continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds shall not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds are committed to be reinvested pursuant restore, rebuild, repair, construct, improve, replace, refurbish, remodel, refresh, renovate or otherwise acquire assets (other than inventory) (and pay transaction expenses associated therewith) useful to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, including pursuant to a Permitted Acquisition or a third party investment, and such reinvestment is consummated within twelve months after 365 days of the receipt of such Net Cash Proceeds and are or the subject of a binding written agreement with a third party entered into such 365-day period which is consummated with 180 days after the end of such 365-day period, it being expressly agreed that Net Cash Proceeds not so reinvested shall be applied to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter actually reinvested (such prepayment to be applied as set forth in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsclause (vii) below); provided further that any portion a prepayment of such Net the Loans and/or Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period Collateralization the LOC Obligations shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall only be required under this Section 4.4(b)(ii2.7(b)(ii) if the amount of such prepayment for any fiscal year exceeds $7.5 million (and, in such case, only the amount by which such prepayment amount for such fiscal year exceeds $7.5 million shall be required to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragebe prepaid hereunder).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from If any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiariestheir Subsidiaries sells or disposes of any property or assets (other than any Disposition of property or assets permitted by Section 7.03(i) through 7.03(vi)), the Credit Parties shall immediately prepay to the Administrative Agent on behalf of all of the Lenders for application to the prepayment of the principal amount of the Loans an amount equal to 100% of the Net Sale Proceeds therefrom, and thereafter, as and when additional Net Sale Proceeds are actually received in cash, the Credit Parties shall immediately further prepay the principal of the Loans in an amount equal to 100% of such Net Sale Proceeds; provided thatprovided, however, that with respect to any Net Sale Proceeds realized under a Disposition described in this Section 2.03(b)(i), (A) no prepayment shall be required under this Section 4.4(b)(ii) at the option of the Borrowers (as elected by the Borrower Representative in writing delivered to the extent that such Net Cash Proceeds are committed Administrative Agent on or prior to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt date of such Net Cash Proceeds Disposition), and are thereafter actually reinvested in assets used so long as no Default shall have occurred and be continuing, the Credit Parties may reinvest all or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Sale Proceeds in the Permitted Business so long as (1) within 270 days following receipt of such Net Sale Proceeds, a definitive agreement for the purchase of property or assets with such Net Sale Proceeds shall have been entered into (as certified by the Borrower Representative in writing to the Administrative Agent), or, if no such agreement shall have been entered into, such purchase shall have been consummated, and (2) if such agreement shall have been entered into within such 270-day period, within 360 days after the receipt of such Net Sale Proceeds (or such longer period to the extent necessary to obtain any applicable Governmental Approvals) such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); provided, further, however, that (x) any Net Sale Proceeds not committed subject to such definitive agreement or so reinvested shall promptly be reinvested pursuant applied to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid the prepayment of the Loans as set forth in accordance with this Section 4.4(b)(ii2.03(b)(i), (y) immediately after any such Net Sale Proceeds not subject to such definitive agreement or so reinvested need not be applied to prepay the expiration Loans until the aggregate amount thereof from all transactions covered by this Section 2.03(b)(i) not theretofore applied equals or exceeds $500,000 in any Fiscal Year, and (z) if the Net Sale Proceeds of any single Disposition (excluding any Disposition related to one or more Dispositions which, in the aggregate, exceed $25,000) is less than or equal to $25,000, such twelve or six month periodNet Sale Proceeds shall not be included in determining the amount of any required prepayment of the Loans under this Section 2.03(b)(i), as applicable and (B) no any amount reinvested pursuant to clause (A) of this sentence shall not be included in determining the amount of any required prepayment shall be required of the Loans under this Section 4.4(b)(ii2.03(b)(i). Prior to being applied to acquire any new property or assets pursuant to clause (A) of the immediately preceding sentence, such Net Sale Proceeds when received by the Credit Parties shall be deposited into the Cash Collateral Account pledged to Administrative Agent for the benefit of the Secured Parties to the extent such unutilized Net Cash Sale Proceeds are attributable exceed $2,500,000 in the aggregate at any time. All new assets purchased or acquired with Net Sales Proceeds shall be subject to an Asset Disposition of a Foreign Subsidiary so long the same priority Lien as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Dispositionassets disposed of by the Credit Parties. Nothing contained in this Section 2.03(b)(i) is less than the Specified Leverageintended to constitute a consent by any Secured Party to any Disposition.

Asset Dispositions. The Borrower shall make mandatory principal prepayments Credit Parties will not permit any member of the Term Loans Consolidated Group to make any Asset Disposition, except (a) the sale, lease or other disposition to another Credit Party or a Domestic Subsidiary; or (b) the sale, lease or disposition of machinery and equipment if the proceeds of such sale, lease or other disposition are reinvested within ninety (90) days in the manner set forth same or similar Property or otherwise in clause the Consolidated Group’s business; or (vc) below in amounts equal to the all other cases, (i) other than in connection with a Permitted Asset Sale Prepayment Percentage Swap, at least seventy-five percent (75%) of the aggregate Net consideration paid therefor shall consist of a combination of (A) cash or Cash Proceeds from any Asset Disposition Equivalents, (B) the assumption by the purchaser of liabilities of the Credit Parties (other than liabilities that are by their terms subordinated to the prior payment of the Obligations) as a result of which the Credit Parties are no longer obligated with respect to such liabilities, or (C) any Asset Disposition permitted pursuant tosecurities, and in accordance withnotes, clauses obligations or other assets received by the Credit Parties that are converted by the Credit Parties into cash (ato the extent of the cash received) through within 90 days after receipt, (e) and clause (g) of Section 9.5ii) to the extent that the Parent (A) is not rated at least Investment Grade, the aggregate net market value of all Asset Dispositions (including, without limitation, pursuant to a Permitted Asset Swap) shall not exceed the greater of (I) $350,000,000 in the aggregate during the term of this Credit Agreement or (II) the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after Asset Dispositions completed prior to the date loss of receipt of the Net Cash Proceeds of any such Investment Grade status, and (B) is rated at least Investment Grade, Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) Dispositions to the extent that the Parent determines in good faith that such Net Cash Proceeds Dispositions are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business best interests of the Borrower Parent and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds the Borrowers and are thereafter actually reinvested in assets used not materially disadvantageous to the Banks, (iii) no Default or useful in Event of Default shall exist immediately after giving effect thereto, and (iv) if the business aggregate net market value of the assets sold, leased or otherwise disposed of in any single disposition (or in any series of related dispositions) exceeds $5,000,000, the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period Representative shall be prepaid in accordance have demonstrated compliance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated financial covenants hereunder on a Pro Forma Basis after giving effect to the disposition and shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such transaction) demonstrating that, upon giving effect to such Asset DispositionDisposition on a Pro Forma Basis, the Credit Parties shall be in compliance with all of the covenants set forth in Section 7.10; or (d) is less than any sale, lease or other disposition of property in connection with the Specified Leverageexisting or expanded headquarters facility in amounts not to exceed $100,000,000 in the aggregate; and (e) Asset Dispositions set forth on Schedule 8.5(e).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of prepay the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than by the Borrower or any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Yearits Subsidiaries. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition transaction by such Credit Party the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) no prepayment shall be required under this Section 4.4(b)(iiin connection with Asset Dispositions by the Borrower or any of its Subsidiaries the proceeds of which are reinvested within two hundred seventy (270) to the extent that days after receipt of such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement by the Borrower or any of its Subsidiaries in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Subsidiaries, (B) in connection with Asset Dispositions permitted pursuant to Section 6.6(b) (other than Asset Dispositions permitted pursuant to Sections 6.6(b)(iv) and 6.6(b)(vi)) or (C) in connection with any Asset Disposition to the extent that (I) the Net Cash Proceeds received from such Asset Disposition are equal to or less than $500,000 and are thereafter actually reinvested in assets used or useful in (II) the business aggregate amount of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested of all Asset Dispositions that are excluded from the prepayment requirements pursuant to a legally binding agreement within this clause (C) are equal to or less than $2,500,000 during the term of this Agreement (it being understood that with respect to any Asset Disposition, if the Net Cash Proceeds received from such twelve month period or actually reinvested within Asset Disposition would exceed the thresholds specified in this clause (C), then the amount of the Net Cash Proceeds received from such six month period Asset Disposition in excess thereof shall be prepaid applied in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and clause (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageii)).

Asset Dispositions. The If the Borrower or any of its Subsidiaries shall at any time or from time to time: (i) make mandatory principal prepayments or agree to make a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by Borrower and its Subsidiaries in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds $62,500,000 during 500,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower and/or any Fiscal Year. Such prepayments shall be made within three Business Days after of its Subsidiaries in respect thereof) and (B) promptly upon receipt by the date Borrower and/or any of receipt its Subsidiaries of the Net Cash Proceeds of any such Asset Disposition by or Event of Loss, the Borrower shall deliver, or cause to be delivered, such Credit Party or any Net Proceeds to the Agent for distribution (i) first, to the Swing Line Lender as a prepayment of its Restricted Subsidiaries; provided thatthe Swing Line Loans (but not as a permanent reduction of the Swing Line Commitment) until the Swing Line Loans are repaid in full and (ii) following the repayment in full of the Swing Line Loans, (A) no thereafter to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(f) hereof. Notwithstanding the foregoing, provided no Default or Event of Default has occurred and is continuing and such reinvestment of Net Proceeds is permitted under the Subordinated Indebtedness Documents, such prepayment shall not be required under this Section 4.4(b)(ii) to the extent that the Borrower reinvests the Net Proceeds of such Net Cash Proceeds are committed to be reinvested pursuant to Disposition or Event of Loss, or a legally binding agreement portion thereof, in productive assets of a kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries Borrower, within twelve months one hundred eighty (180) days after receipt the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in shall be delivered to the business Agent, for distribution to the Lenders, as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and Revolving Loans (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of Revolving Loans then outstanding), but not as a Foreign Subsidiary so long as permanent reduction of the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageRevolving Loan Commitment.

Asset Dispositions. The Borrower If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make mandatory principal prepayments a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with (x) such Net Cash Proceeds not reinvested as set forth below Disposition exceeds $62,500,000 250,000 or such Disposition and all other Dispositions occurring during any the Fiscal Year. Such prepayments Year exceeds $500,000 or (y) such Event of Loss exceeds $250,000 or such Event of Loss and all other Events of Loss occurring during the Fiscal Year exceeds $500,000, then (A) the Borrower shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered an amount equal to, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be made applied in accordance with subsection 1.9(g) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests an amount equal to the Net Proceeds of such Disposition or Event of Loss in assets (other than Inventory) of a kind then used or usable in the business of a Credit Party or such Subsidiary, within three Business Days two hundred seventy (270) days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to or enters into a legally binding agreement in assets used or useful in commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within three hundred sixty (360) days after the business date of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds Proceeds; provided, that the Borrower notifies Agent of such Credit Party’s or such Subsidiary’s intent to reinvest and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Cash Proceeds not committed to shall be reinvested deposited, and shall remain on deposit, in a deposit account in respect of which there exists a Control Agreement between Agent and the bank or other financial institution pursuant to which Agent has a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageperfected security interest.

Asset Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toDisposition, and in accordance with, clauses except that: (a) through the Borrower may sell assets to any Subsidiary; (eb) and clause (g) of Section 9.5) any Subsidiary may sell assets to the extent Borrower or any other Subsidiary; and (c) the Borrower may complete any Permitted Disposition; provided that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Permitted Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant used within the next 6 months (and actually used within the next 12 months) to a legally binding agreement fund planned capital expenditures for the Kisladag, Lamaque or Olympias projects in assets accordance with the Borrower’s consolidated “life of mine” plan, failing which such proceeds shall be used or useful in the business of to prepay any outstanding Term Loans; and (d) the Borrower and its Restricted Subsidiaries within twelve months after receipt may, so long as no Default or Event of such Default is continuing or would result therefrom, in addition to the other transactions permitted by this Section 6.1(5), convey, sell, transfer or otherwise dispose of in any Fiscal Year, for Fair Market Value, property the aggregate net book value of which does not exceed 10% of the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business Tangible Assets of the Borrower and its Restricted Subsidiaries within six monthson a Consolidated basis; provided further that the sum of the percentages (calculated as aforesaid) of all property so conveyed, sold, transferred or disposed of during all Fiscal Years of the Borrower ending subsequent to the date of this Agreement does not exceed 30% of the Net Tangible Assets of the Borrower on a Consolidated basis; provided that (A) in the case of any portion sale of assets relating to a Turkish Mine, (x) the operation of such Net Cash Proceeds Turkish Mine by Tüprag Metal is not committed adversely affected as a result thereof and (y) following such sale, Tüprag Metal retains ownership of the material mineral and other mining rights relating to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month periodTurkish Mine, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(iiin the case of any sale of assets relating to a mine owned by Hellas Gold SA, (x) to the extent operation of such Net Cash Proceeds are attributable to an Asset Disposition mine by Hellas Gold SA is not adversely affected as a result thereof and (y) following such sale, Hellas Gold SA retains ownership of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect material mineral and other mining rights relating to such Asset Disposition) is less than mine. Notwithstanding the Specified Leverageforegoing, but subject to Section 6.1(3), neither the Borrower nor any of its Subsidiaries may sell or otherwise dispose of any of its Equity Securities in any Material Subsidiary.

Asset Dispositions. The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) the consideration paid in connection therewith shall be (i) at least 75% cash or Cash Equivalents, (ii) received by the applicable Consolidated Parties contemporaneously with the consummation of such Asset Disposition and (iii) in an amount not less than the fair market value of the Property disposed of, (b) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party other than a Joint Venture, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) if the book value of the assets disposed of pursuant to such Asset Disposition exceeds $1,000,000, the Borrower shall make mandatory principal prepayments of have delivered to the Term Loans Administrative Agent no later than five (5) Business Days prior to such Asset Disposition (i) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties would be in compliance with the manner financial covenants set forth in clause Section 7.9(a)-(c) and (vii) below a certificate of an Executive Officer of the Borrower specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in amounts connection with such Asset Disposition, (e) no Default or Event of Default exists, and (f) the Credit Parties shall, within the Application Period, apply (or cause to be applied) an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any of such Asset Disposition to (other than any Asset Disposition permitted pursuant to, i) make Eligible Reinvestments or (ii) prepay the Loans (and cash collateralize LOC Obligations) in accordance with, clauses (a) through (e) and clause (g) with the terms of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year3.3(b)(iii)(A). Such prepayments shall be made within three Business Days after the date of receipt Pending final application of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatDisposition, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Consolidated Parties may apply such Net Cash Proceeds are committed to be reinvested pursuant temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a legally binding agreement in sale of assets used or useful in the business sale of the Borrower and its Restricted Subsidiaries within twelve months after receipt Capital Stock of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Administrative Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as the Administrative Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than Party from all of its obligations, if any, under the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower Subject to Section 2.08(a)(i) and (ii) below, upon the receipt of any Net Cash Proceeds of any Disposition (other than Excluded Dispositions) by the Company or any of its Subsidiaries, the Company shall make mandatory principal prepayments of promptly prepay the Term Loans in the manner set forth in clause (v) below in amounts an amount equal to 100% of such Net Cash Proceeds. (i) So long as no Default or Event of Default shall have occurred and be continuing, the Asset Sale Prepayment Percentage Company may promptly deliver a certificate to the Administrative Agent stating that it intends, in good faith, to use some or all of such Net Cash Proceeds in a Covered Transaction. In such case the Company shall not be required to make a prepayment using such Net Cash Proceeds, provided that the Company shall -------- make a prepayment using such Net Cash Proceeds upon the earliest to occur of (A) the date which is 360 days after such Disposition if a definitive agreement to acquire or develop theatre properties or other activities incidental thereto which would utilize such Net Cash Proceeds has not theretofore been entered into, (B) the last day specified in the definition of "Covered Transaction" that such Net Cash Proceeds could have been used in a Covered Transaction, and (C) the date any Default or Event of Default occurs. Any Net Cash Proceeds not immediately paid to the Managing Agent as permitted above, shall be deposited by the Company into a segregated deposit account with Bank of America National Trust and Savings Association within ten Business Days of receipt and the Company shall invest such Net Cash Proceeds only in Permitted Investments; and (ii) So long as no Event of Default shall have occurred and be continuing, any prepayments under this Section 2.08(a) shall be made from time to time only after the Company and its Subsidiaries shall have received, since the last prepayment under this Section 2.08(a), aggregate Net Cash Proceeds from any Asset Disposition such Dispositions of not less than $3,000,000, at which time the Company shall make a prepayment in an amount equal to all of such retained amounts (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent such amounts that the aggregate amount of such Net Cash Proceeds Company is not reinvested required to prepay in connection with Covered Transactions as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageaforesaid).

Asset Dispositions. The If the Borrower or any of its Subsidiaries shall make mandatory principal prepayments at any time or from time to time: (i) receives any Net Proceeds in respect of the Term Loans a Disposition; (ii) receives any Net Proceeds in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage respect of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, a Recovery Event; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Borrower and its Subsidiaries in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Recovery Event and all other Dispositions and Recovery Events occurring since the Closing Date exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of 500,000, provided that if the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any Recovery Event is less than or equal to $10,000 or are received in respect of its Restricted Subsidiaries; provided thata transaction permitted under subsection 6.5(f) or 6.5(j), (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed shall not be included in determining the amount of any required prepayment of the Loans under this Section 2.8(c)(ii), then (A) the Borrower shall promptly notify the Agent of such proposed Disposition or Recovery Event (including the amount of the estimated Net Proceeds to be reinvested pursuant received by the Borrower and/or such Subsidiary in respect thereof) and (B) within four (4) Business Days after receipt by the Borrower and/or such Subsidiary of the Net Proceeds of such Disposition or Recovery Event, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to the Agent for distribution to the Lenders as a legally binding agreement prepayment of the Loans, which prepayment shall be applied in accordance with subsection 2.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Borrower or such Subsidiary reinvests the Net Proceeds of such Disposition or Recovery Event in productive assets (other than Inventory) of a kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries or such Subsidiary, within twelve months two hundred seventy (270) days after receipt the date of such Disposition or Recovery Event or enters into a binding commitment therefor within said two hundred seventy (270) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid delivered to the Agent, for application to the Loans in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragesubsection 2.8(f).

Asset Dispositions. The Borrower shall make mandatory principal prepayments (a) None of the Term Loans in Credit Parties will make any Asset Disposition; PROVIDED, THAT, the manner set forth in clause foregoing provisions of this Section 7.5 shall not prohibit the following: (vi) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than by any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) Credit Party to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided that, Guarantor if (A) no prepayment the Credit Parties shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed cause to be reinvested pursuant executed and delivered such documents, instruments and certificates as the Agent may request so as to a legally binding agreement in assets used or useful in cause the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed Credit Parties to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance compliance with this the terms of Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (6.11 after giving effect to such Asset Disposition and (B) after giving effect such Asset Disposition, no Default or Event of Default exists; (ii) the sale of inventory in the ordinary course of business; (iii) the liquidation or sale of Cash Equivalents for the account of the Borrower; (iv) the disposition of damaged, worn out or obsolete tangible assets, so long as the fair market value (based on the good faith judgment of the Borrower without the requirement of a third party appraisal) of all property disposed of pursuant to this clause (iv) does not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower; and (v) any other Asset Disposition; provided that (A) the consideration therewith is less than cash or Cash Equivalents; (B) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the Specified Leverageterms of Section 7.13; (C) if such Asset Disposition is a Casualty or Condemnation, the Net Cash Proceeds resulting therefrom are applied as required by this Amended Agreement; (D) such transaction does not involve the sale or other disposition of an equity interest in any Credit Party; (E) the aggregate net book value of all of the assets sold or otherwise disposed of by the Credit Parties in all such transactions in reliance on this paragraph shall not exceed $1,000,000 in any fiscal year of the Borrower during the term of this Amended Agreement; and (F) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction. (b) Upon consummation of an Asset Disposition permitted by this Section 7.5, the Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in the assets being disposed of, including amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Subsidiary from all of its obligations, if any, under the Credit Documents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (ed) and clause (gf) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 4,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that such Net Cash Proceeds are either (A) reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within twelve (12) months following receipt thereof or (B) committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months(6) months after the date of such commitment; provided further that any portion of such Net Cash Proceeds not actually used or committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period or (and actually reinvested within six (6) months after such six month period commitment) shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b)(iii) immediately after on or before the expiration last day of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than: (a) an Excluded Asset Disposition; (b) the sale of Capital Stock of Operating Affiliates in connection with the syndication thereof so long as (i) at least 100% of the consideration paid in connection therewith shall be cash or Cash Equivalents, (ii) the consideration received in connection therewith shall not be less than the fair market value of the Capital Stock disposed in such transaction and (iii) the Credit Parties shall immediately apply (or cause to be applied) an amount equal to the Net Cash Proceeds (or the After-Tax Gain, as applicable) of such Asset Disposition to prepay the Loans (and cash collateralize LOC Obligations) in accordance with the terms of Section 3.3(b)(ii)(A), and (c) other Asset Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents and shall be in an amount not less than the fair market value of the Property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (v) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions pursuant to this clause (c) after the Closing Date shall not exceed $1,000,000, (vi) no later than five (5) Business Days prior to such Asset Disposition, the Borrower shall make mandatory principal prepayments of have delivered to the Term Loans Agent (A) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a pro forma basis to such transaction, the Credit Parties would be in compliance with the manner financial covenants set forth in clause Section 7.10(a)-(d) and (vB) below a certificate of an Executive Officer of the Borrower specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in amounts connection with such Asset Disposition and (vii) the Credit Parties shall, within the Application Period, apply (or cause to be applied) an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any of such Asset Disposition to (other than any Asset Disposition permitted pursuant to, A) make Eligible Reinvestments or (B) prepay the Loans (and cash collateralize LOC Obligations) in accordance with, clauses (a) through (e) and clause (g) with the terms of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year3.3(b)(ii)(B). Such prepayments shall be made within three Business Days after the date of receipt Pending final application of the Net Cash Proceeds of any Asset Disposition, the Consolidated Parties may apply such Asset Disposition Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such Credit Party documentation as is reasonably necessary to evidence the release of the Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (if as a result of any such sale of its Restricted Subsidiaries; provided thatCapital Stock of a Consolidated Party, (A) such Consolidated Party is no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to longer a legally binding agreement in assets used direct or useful in the business indirect Subsidiary of the Borrower and its Restricted Subsidiaries within twelve months after receipt or(B) the Borrower shall own less than 66% of the Capital Stock of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in Consolidated Party, with the business consent of the Borrower and Agent, in its Restricted Subsidiaries within six months; provided further that any portion sole discretion) the release of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after Person from all of its obligations, if any, under the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Excluded Asset Disposition permitted pursuant to, and in accordance with, clauses Dispositions unless (a) through the consideration paid in connection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a pro forma basis to such transaction, no Default or Event of Default would exist hereunder, and (e) no later than 30 days prior to such Asset Disposition, the Agent and clause (g) the Lenders shall have received a certificate of Section 9.5) an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the extent that net book value of such assets, the aggregate amount of such consideration and the Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during to be received for such assets in connection with such Asset Disposition, and thereafter the Borrower shall, within the period of 3 days following the consummation of such Asset Disposition (with respect to any Fiscal Year. Such prepayments shall such Asset Disposition, the "Application Period"), apply (or cause to be made within three Business Days after the date of receipt of ------------------ applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Loans in accordance with the terms of Section 3.3(b)(ii). Upon a sale of assets of a Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to Agent's security interest, if any, in such Asset Disposition) is less than assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the Specified Leverage.return of

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vvi) below in amounts an amount equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses by paragraphs (a) through ), (eb), (c), (d), (f), (g), (h), (i), (j), (k)(ii), (l) and clause (gn) of Section 9.5) to the extent by any Credit Party or any of its Subsidiaries that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 1,000,000 during any Fiscal Yearfiscal year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the such excess Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that (x) such excess Net Cash Proceeds are reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within six (6) months after receipt of such excess Net Cash Proceeds or (y) such excess Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve six (6) months after the receipt of such excess Net Cash Proceeds and are thereafter actually reinvested by such Credit Party or such Subsidiary in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion twelve (12) months of the date of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageagreement.

Asset Dispositions. The Borrower If the Issuers or any of their Subsidiaries shall at any time or from time to time: (i) make mandatory principal prepayments a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Issuers and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year in which such Disposition or Event of Loss has occurred exceeds $100,000, then (A) the Issuers shall promptly notify the Noteholders of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Issuers and any of their Subsidiaries in respect thereof) and (B) promptly upon receipt by the Issuers and/or any of their Subsidiaries of the Net Proceeds of such Disposition or Event of Loss, the Issuers shall make an offer to use such Net Cash Proceeds, to the extent the Net Proceeds are not reinvested as set forth below exceeds $62,500,000 during paid to reduce obligations under the Senior Credit Agreement within 180 days of such Disposition or Event of Loss, to purchase a principal amount of Notes such that the Net Proceeds equal the principal amount of the Notes plus the Applicable Premium thereon. The Noteholders shall have not less than 30 days to accept any Fiscal Year. Such prepayments shall be made offer pursuant to this Section 3.2.4, and, within three two Business Days after the expiration of such 30 day period (or, if earlier, the date on which all Noteholders shall have responded to the offer), the Issuers shall apply all of receipt such Net Proceeds to the pro rata purchase of the Net Cash Proceeds Notes of any accepting Noteholders. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall not be required under this Section 4.4(b)(ii) to the extent that the Issuers reinvests the Net Proceeds of such Net Cash Proceeds are committed to be reinvested pursuant to Disposition or Event of Loss, or a legally binding agreement portion thereof, in productive assets of a kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries Issuers, within twelve months one hundred eighty (180) days after receipt the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in shall either (i) be delivered to the business Agent under the Senior Credit Agreement, for distribution to the lenders under the Senior Credit Agreement, as a prepayment of the Borrower revolving loans under the Senior Credit Agreement, but not as a permanent reduction of the revolving loan commitment thereunder or (ii) be retained by the Issuers and its Restricted Subsidiaries within six months; provided further that any portion deposited in a deposit account of the Issuers, and such Net Cash Proceeds not committed shall remain on deposit therein until such reinvestment or otherwise applied as a prepayment to be reinvested pursuant to a legally binding agreement within such twelve month period the obligations under the Senior Credit Agreement or actually reinvested within such six month period shall be prepaid in accordance with otherwise applied under the terms of this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage3.2.

Asset Dispositions. The Borrower shall make mandatory principal prepayments Borrowers and the Guarantors will not permit any member of the Term Loans in the manner set forth in clause (v) below in amounts equal Consolidated Group to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from make any Asset Disposition (other than including, without limitation, any Asset Disposition permitted pursuant toSale and Leaseback Transaction), and in accordance with, clauses unless: (a) through the sale, lease, or other disposition is to a Borrower; (b) the sale, lease or other disposition is by a Credit Party other than a Borrower, to a Credit Party. (c) such Asset Disposition is in connection with the closing of retail store locations of a Borrower in the ordinary course of business; provided that the Borrowers will not close more than ten (10) retail store locations in any twelve (12) consecutive Fiscal Periods; (d) such Asset Disposition is the result of theft, loss, physical destruction, or damage, taking or similar event with respect to the assets subject to such Asset Disposition and the proceeds from insurance resulting from such Asset Disposition are used to repair, replace, or reinvest in the same or similar assets; (e) and clause in all other cases, (gi) of Section 9.5) to no accounts or Installment Contracts will be the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds subject of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatsale, (Aii) any Eligible Inventory sold in connection with any such sale shall be sold for cash at least equal to an amount equal to such Eligible Inventory multiplied by the applicable advance rate for Eligible Inventory as specified in clause (b) of the definition of Borrowing Base, (iii) at least seventy-five percent (75.0%) of the consideration paid therefor shall consist of cash and Cash Equivalents, (iv) if the subject transaction involves Capital Stock of a Subsidiary of a Borrower, the subject transaction is of a controlling interest in such Subsidiary, (v) the aggregate net book value of all assets sold, leased, or otherwise disposed of shall not exceed $2,500,000 in any Fiscal Year of the Parent, (vi) no prepayment Default or Event of Default shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) exist immediately after the expiration of such twelve or six month periodgiving effect thereto, as applicable and (Bvii) no prepayment the Borrowers shall be required under this have demonstrated compliance with the financial covenants in Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated 6.11 on a Pro Forma Basis after giving effect to the disposition and shall have delivered to the Agent a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such Asset Dispositiontransaction) is less than in connection therewith; or (f) the Specified Leverageassets sold consist of Installment Contracts which have been written-off in accordance with the applicable Borrower's credit policies and which are sold in a transaction consistent with such Borrower's customary business practices. With respect to any assets subject to a disposition permitted by this Section 7.5, at the Borrowers' expense, the Agent will promptly deliver to the Borrowers upon request such release documentation (including delivery of applicable stock certificates) as may be reasonably requested to give effect to the release of such assets from the security interests securing the Borrowers' obligations hereunder.

Asset Dispositions. The Borrower shall make mandatory principal prepayments (I) will not sell or otherwise dispose ------------------ of the Term Loans capital stock of PAS unless all shares owned by the Borrower, directly or indirectly, are sold or otherwise disposed of in such a transaction yielding minimum net cash proceeds in an aggregate amount not less than the sum of the principal amount of Loan Obligations hereunder and the principal amount of the GMAC Shared Collateral Debt, and (II) will not nor will it permit any other Credit Party to, make any other Asset Disposition, except for (i) Asset Dispositions of up to $500 million in the manner set forth in clause aggregate from the Amendment Date; provided that (vA) below in amounts equal to the Asset Sale Prepayment Percentage not less than 85% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments sales proceeds -------- shall be made within three Business Days after paid in cash on the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatsale, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment Event of Default or Unmatured Event of Default shall exist after giving effect to any such sale on a pro forma basis, and (C) the net cash proceeds from any such sale shall be required under this Section 4.4(b)(ii) applied to the extent such Net Cash Proceeds are attributable Loan Obligations hereunder as provided in Section 3.4(b)(ii); (ii) the sale of Non-Core Assets with a net book tangible asset value of up to $50 million in the aggregate from the Amendment Date, provided -------- that (A) an Asset Disposition of Authorized Designee will deliver a Foreign Subsidiary so long as certificate to the Consolidated Total Leverage Ratio calculated Administrative Agent demonstrating that after giving effect to the sale on a Pro Forma Basis the Consolidated Leverage Ratio will not increase, (B) no Event of Default or Unmatured Event of Default shall exist after giving effect to any such sale on a pro forma basis, and (C) the net cash proceeds from any such sale that is an Asset DispositionDisposition shall be applied to the Loan Obligations hereunder as provided in Section 3.4(b)(ii); (iii) other Asset Dispositions with the consent of the Administrative Agent and the Majority Banks; (iv) Asset Dispositions resulting from the receipt of cash insurance proceeds and condemnation awards; and (v) Asset Dispositions described in Schedule 8.6. ------------ The parties agree any sale or disposition permitted by this Agreement shall be made free and clear of the liens and encumbrances securing the loans and obligations under this Agreement and the other loans and obligations secured by the same collateral. In connection with any sale or disposition permitted by this Agreement, the Collateral Agent and the Administrative Agent will deliver, promptly upon the request and at the expense of the Borrower, such directions, confirmation and documentation as is less than necessary or appropriate to give effect to the Specified Leveragerelease of the liens and security interests in the property that is the subject of the sale or disposition in order to give effect to the provisions of this Section, including amendment, release and termination of UCC financing statements, return of pledged stock certificates and the release of a Guarantor, as applicable, from its guaranty obligations to give effect to the sale or disposition.

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions) in excess of $5,000,000 in the aggregate during any fiscal year, the Borrower shall make mandatory principal prepayments prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Term Loans in the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage below); provided, however, that, so long as no Default or Event of the aggregate Default has occurred and is continuing, such Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) shall not be required to be so applied to the extent that the Borrower (A) deposits such Net Cash Proceeds in the CCF Account; provided that, so long as the Consolidated Senior Secured Leverage Ratio is equal to or greater than 2.5 to 1.0, the aggregate amount of Net Cash Proceeds deposited in any fiscal year shall not exceed the sum of $10,000,000 plus any amount of such limit from the immediately preceding fiscal year which is unused or (B) delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after to acquire assets useful to the date of receipt business of the Net Cash Proceeds Credit Parties (which assets do not need to be of any such Asset Disposition by such Credit Party the same type as the assets sold or any otherwise disposed of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that generate such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in the extent the new assets used or useful in the business constitute Collateral) within 365 days of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used (or useful in the business within 730 days for any portion of the Borrower and its Restricted Subsidiaries proceeds that are used to finance the construction of a Vessel, but only to the extent that construction of such Vessel has begun or a contract therefor has been entered into within six months; provided further that any portion 365 days of the receipt of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month periodProceeds), as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such it being expressly agreed that Net Cash Proceeds are attributable not so reinvested shall be applied to an Asset Disposition of a Foreign Subsidiary so long prepay the Loans and/or cash collateralize the LOC Obligations immediately thereafter (such prepayment to be applied as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis set forth in clause (after giving effect to such Asset Dispositionv) is less than the Specified Leveragebelow).

Asset Dispositions. The Borrower shall will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make mandatory principal prepayments or agree to make any Asset Disposition except for: (i) the sale or other disposition of the Term Loans inventory and Cash Equivalents in the manner set forth ordinary course of business, non-exclusive licenses of intellectual property in clause the ordinary course of business and the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (vbut not for factoring, securitization or other financing purposes), and the termination or unwinding of Hedge Agreements permitted hereunder; (ii) below in amounts equal the sale or other disposition of assets pursuant to the Asset Sale Prepayment Percentage of the aggregate any Casualty Event; provided any Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and therefrom are reinvested or applied to the prepayment of the Revolving Loans in accordance with, clauses (a) through (e) and clause (g) with the provisions of Section 9.52.2(ii); (iii) the sale, lease or other disposition of assets by the Borrower or any Subsidiary Guarantor to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement Subsidiary Guarantor, in assets used each case so long as no Event of Default shall have occurred and be continuing or useful would result therefrom; (iv) the sale, exchange or other disposition in the ordinary course of business of equipment or other assets that are obsolete or no longer used in or necessary for the operations of the Borrower and its Restricted Subsidiaries within twelve months after receipt Subsidiaries; (v) the sale, exchange or disposition of assets incidental to any transactions permitted under Section 7.1; (vi) the sale, exchange or other disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for cash; provided that (x) the aggregate amount of proceeds from all such sales or dispositions that are consummated during any fiscal year shall not exceed $250,000, (y) any Net Cash Proceeds and are thereafter actually shall, to the extent required hereunder, be reinvested in assets used or useful in applied to the business prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Revolving Loans in accordance with this the provisions of Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period2.2(iii), as applicable and (Bz) no prepayment Default or Event of Default shall have occurred and be required under this Section 4.4(b)(iicontinuing or would result therefrom; and (vii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition sale, exchange or other disposition of a Foreign Subsidiary so long Capital Stock as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragepermitted by Schedule 7.4(vii).

Asset Dispositions. The Borrower If a Credit Party or any Restricted Subsidiary of a Credit Party shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause at any time or from time to time: (vi) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset makes a Disposition (other than any Asset Disposition Dispositions permitted pursuant to, and in accordance with, clauses under subsection 5.1 or clause (a) through ), (c), (d), (e), (f), (g)(g) and clause (g) of Section 9.5) only to the extent that the aggregate amount of such Net Cash Proceeds not proceeds are reinvested as set forth below exceeds $62,500,000 during contemplated in such section), (h), (i), (j), (k), (m),or (n), (o), (p) or (q) of subsection 5.2); or (ii) suffer an Event of Loss; or (iii) receive any Fiscal Year. Such prepayments shall be made within Net Proceeds from the transfer, sale, pledge or other Disposition of Commission Receivables in connection with a Permitted Receivables Facility; promptly (and, in any event, by no later than three (3) Business Days after the date of thereof) upon receipt by any Credit Party and/or any Restricted Subsidiary of the Net Cash Proceeds of any such Asset pledge, Disposition by or Event of Loss, the Borrower shall deliver, or cause to be delivered, an amount equal to such Credit Party or any Net Proceeds to the Administrative Agent for distribution to the Lenders as a prepayment of its Restricted Subsidiaries; provided thatthe Loans, (A) no which prepayment shall be applied in accordance with subsection 1.8(h) hereof; provided that such prepayment shall not be required under this Section 4.4(b)(iiclause (iii) above with respect to Net Proceeds in an aggregate amount equal to $25,000,000 in any Fiscal Year of such transfer, sale, pledge or other Disposition of Commission Receivables arising from the home and automobile segments of the Borrower’s business (the “Permitted Receivables H&A Threshold Amount”).Applicable Agent, which shall be applied by the Revolver Agent to the prepayment of Revolving Loans (with a corresponding permanent reduction of the Revolving Loan Commitments on a dollar-for-dollar basis) and by the Administrative Agent to the Term Loans on a Pro Rata Basis; provided that to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant applied to Revolving Loans exceeds the aggregate principal amount of Revolving Loans outstanding at such time, such excess amount shall be deposited into a deposit account subject to a legally binding deposit account control agreement in favor of the Revolver Agent and applied to repay Revolving Loans that are outstanding in the future within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance one (1) Business Day thereof (for the avoidance of doubt, with this Section 4.4(b)(ii) immediately after a corresponding permanent reduction of the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated Revolving Loan Commitments on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragedollar-for-dollar basis).

Asset Dispositions. The Borrower will not, and will not permit any of its Subsidiaries or (except to the extent that CMM shall make mandatory principal prepayments be under any obligation to the contrary pursuant to the terms and conditions applicable to any financing obtained in relation to the Refugio Mine (excluding any Indebtedness provided by axx Xxxxliate of the Term Loans CMM)) CMM to sell, transfer, lease or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of its assets (including accounts receivable) to any Person, unless: (a) such disposition is made in the manner set forth ordinary course of business and consists of finished goods inventories (which may consist, without limitation, of gold-bearing concentrates, gold-bearing ore, refined gold or other products forms customarily sold as end products in clause the mining industry); (vb) below in amounts equal such disposition is of obsolete or replaced assets, which are no longer used or useful to the Asset Sale Prepayment Percentage Borrower or such Subsidiary; (c) the net book value of all assets disposed of by the aggregate Net Cash Proceeds from any Asset Disposition Borrower and its Subsidiaries (other than any Asset Disposition permitted excluding, however, assets disposed of pursuant to, and in accordance with, to clauses (a) through and (eb)) in the ----------- --- same Fiscal Year (or shorter period, commencing with the Effective Date and ending on December 31, 1995) does not exceed $5,000,000 (or the equivalent thereof in any other currency calculated at the time of the relevant disposition) and fair value in cash is received therefor; or (d) such disposition is of a Material Asset for cash proceeds as to which the Required Lenders shall have consented and the Net Disposition Proceeds resulting therefrom shall be used to make a mandatory prepayment of the Loans pursuant to clause (gh) of Section 9.53.1.1; ---------- ------------- provided, however, that nothing herein shall prohibit (i) any -------- ------- --- disposition of Gold to the extent that Administrative Agent or the aggregate amount Lenders in direct repayment of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments Gold Obligation, (ii) the incurrence of ---- any Lien permitted to be incurred pursuant to Section 7.2.3, or ------------- -21- (iii) at any time when no Default shall have occurred and be made within three Business Days after continuing, any disposition by Nevada Gold of any assets constituting the date of receipt Sleeper Mine (other than Gold obtained from residual leaching of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageleach pads thereat).

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Excluded Asset Disposition permitted pursuant to, and in accordance with, clauses Dispositions unless (a) through the consideration paid in connection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed $2,500,000, (e) and clause (g) if the book value of Section 9.5) the assets disposed of pursuant to such Asset Disposition exceeds $1,000,000, the Borrower shall have delivered to the extent that Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist hereunder, and (f) no later than 15 days prior to such Asset Disposition, the Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate amount of such consideration and the Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during to be received for such assets in connection with such Asset Disposition, and thereafter the Borrower shall, within the period of 30 days following the consummation of such Asset Disposition (with respect to any Fiscal Year. Such prepayments shall such Asset Disposition, the "Application Period"), apply (or cause to be made within three Business Days after the date of receipt of applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Loans in accordance with the terms of Section 3.3(b)(iii). Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Subsidiary so long as from all of its obligations, if any, under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageCredit Documents.

Asset Dispositions. The If the Borrower or any Restricted Subsidiary makes any Disposition (other than (i) a Disposition permitted by subsections (a) through (f) and (i) of Section 7.05, and (ii) Dispositions resulting in Net Cash Proceeds of $5,000,000 or less individually or $10,000,000 or less in the aggregate during the term of this Agreement), then the Borrower shall make a mandatory principal prepayments prepayment of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage amount of the Net Cash Proceeds of such Disposition (for the avoidance of doubt, excluding the first $5,000,000 of individual Net Cash Proceeds and/or $10,000,000 of aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toexcluded above); provided that, and in accordance withnotwithstanding the foregoing, clauses (a) through (e) and clause (g) of Section 9.5) this requirement for mandatory prepayment shall be reduced to the extent that the aggregate amount of Borrower or another Loan Party reinvests such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during in assets useful in one or more Businesses of a Loan Party or any Fiscal Year. Such prepayments Restricted Subsidiary thereof (other than assets of, or Equity Interests in, Unrestricted Subsidiaries) (and any new Subsidiary shall be made within three Business Days a Restricted Subsidiary and shall have executed a Guarantee of the Obligations substantially similar to the Guaranty), (I) during the first 12 months after the date of consummation of such Disposition or (II) if the Borrower or Restricted Subsidiary commits to reinvest such Net Cash Proceeds within 12 months following the date of consummation of such Disposition, then within 180 days following such 12 month period (referred to herein as the “Reinvestment Period”), so long as no payment Default under Section 8.01(a) or Event of Default exists as of the (A) consummation of the applicable Disposition, (B) receipt of the Net Cash Proceeds by the Borrower (but not including Net Cash Proceeds received as a result of post-closing adjustments, earn-outs and other customary post-closing arrangements) and (C) at the time of reinvestment. If (x) any such Asset Disposition by payment Default under Section 8.01(a) or Event of Default occurs and is continuing at any such Credit Party or any of its Restricted Subsidiaries; provided that, time (A) no prepayment shall be required under this Section 4.4(b)(ii) unless the Borrower has entered into a written commitment during such Reinvestment Period to reinvest such Net Cash Proceeds prior to the extent that end of such Reinvestment Period in assets useful in one or more Businesses of a Loan Party), or (y) all of such Net Cash Proceeds are committed to be not so reinvested pursuant to during the Reinvestment Period, then the Borrower shall make a legally binding agreement in assets used or useful in the business mandatory prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt Term Loans promptly following the occurrence of such payment Default under Section 8.01(a) or Event of Default or the end of the Reinvestment Period, whichever is earlier, in an amount equal to the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be Disposition less any amounts reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid during the Reinvestment Period in accordance with the terms of this provision and the other terms of this Agreement. Notwithstanding the foregoing, in no event shall this Section 4.4(b)(ii2.05(b)(i) immediately after apply to (a) any dispositions required by any Governmental Authority or applicable Law in connection with a Permitted Acquisition or other acquisition and (b) any dispositions of any property acquired as part of a strategic Permitted Acquisition or other acquisition of other property in order to effect such strategic Permitted Acquisition or other acquisition and the expiration property or assets to be disposed of such twelve were not part of the property or six month periodassets intended to be retained in the long term, as applicable and determined in good faith by the Borrower; provided that, in each case, (Bi) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Default exists after giving effect to each such Asset Dispositiondisposition, (ii) the Borrower (or the Restricted Subsidiary), as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of the assets disposed of and (iii) at least 75% of the consideration for such disposition is less than in the Specified Leverageform of cash or Cash Equivalents.

Asset Dispositions. The If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $250,000, then (A) the Borrower shall make mandatory principal prepayments promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the Term Loans estimated Net Proceeds to be received by such Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Credit Party and/or such Subsidiary of the manner set forth in clause (v) below in amounts equal Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Asset Sale Prepayment Percentage Lenders as a prepayment of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toLoans, and which prepayment shall be applied in accordance withwith subsection 1.8(d). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, clauses (a) through (e) and clause (g) of Section 9.5) such prepayment shall not be required to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made (i) within three Business Days one hundred eighty (180) days after the date of receipt such Disposition or Event of the Net Cash Proceeds of any such Asset Disposition by Loss, such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to Subsidiary has entered into and not abandoned or rejected a legally binding agreement to reinvest the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or useful usable in the business of such Credit Party or such Subsidiary, and (ii) such reinvestment is completed within one hundred and eighty (180) days after the end of the initial one hundred and eighty (180) day period; provided the Borrower and its Restricted Subsidiaries within twelve months after receipt notifies Agent of such Net Cash Proceeds Credit Party’s or such Subsidiary’s intent to reinvest and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after delivered to Agent, for distribution to the expiration of such twelve or six month periodRevolving Lenders, as applicable and a prepayment of the Revolving Loans (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of Revolving Loans then outstanding), but not as a Foreign Subsidiary so long as permanent reduction of the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageAggregate Revolving Loan Commitment.

Asset Dispositions. The If, the Parent, the Borrower shall make mandatory principal prepayments or any Restricted Subsidiary of the Term Loans in Parent or the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Borrower makes any Asset Disposition (other than any Asset (i) a Disposition permitted pursuant to, and in accordance with, clauses by subsections (a) through (e) and clause (gf) of Section 9.57.05, and (ii) Dispositions resulting in Net Cash Proceeds of $25,000,000 or less in the aggregate during the term of this Agreement), then the Borrower shall make a mandatory prepayment of the Loans in the amount of the Net Cash Proceeds of such Disposition (for the avoidance of doubt, excluding the first $25,000,000 of aggregate Net Cash Proceeds excluded above) if the Consolidated Leverage Ratio is greater than 3.25 to 1.00 at the end of the Reinvestment Period (as defined below); provided that, notwithstanding the foregoing, this requirement for mandatory prepayment shall be reduced to the extent that the aggregate amount of Borrower or another Loan Party reinvests such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during in assets useful in one or more Businesses of a Loan Party (other than assets of, or Equity Interests in, Unrestricted Subsidiaries) (and any Fiscal Year. Such prepayments new Subsidiary shall be made within three Business Days a Restricted Subsidiary and shall have executed a Guarantee of the Obligations substantially similar to the Guaranty), (I) during the first 12 months after the date of consummation of such Disposition or (II) if the Parent, Borrower or Restricted Subsidiary commits to reinvest such Net Cash Proceeds within 12 months following the date of consummation of such Disposition, then within 180 days following such 12 month period (referred to herein as the “Reinvestment Period”), so long as no payment Default under Section 8.01(a) or Event of Default exists as of the (A) consummation of the applicable Disposition, (B) receipt of the Net Cash Proceeds by the Borrower (but not including Net Cash Proceeds received as a result of post-closing adjustments, earn-outs and other customary post-closing arrangements) and (C) at the time of reinvestment. If (x) any such Asset Disposition by payment Default under Section 8.01(a) or Event of Default occurs and is continuing at any such Credit Party or any of its Restricted Subsidiaries; provided that, time (A) no prepayment shall be required under this Section 4.4(b)(ii) unless the Borrower has entered into a written commitment during such Reinvestment Period to reinvest such Net Cash Proceeds prior to the extent that end of such Reinvestment Period in assets useful in one or more Businesses of a Loan Party), or (y) all of such Net Cash Proceeds are committed to be not so reinvested pursuant to during the Reinvestment Period, then the Borrower shall make a legally binding agreement in assets used or useful in the business mandatory prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt Loans promptly following the occurrence of such payment Default under Section 8.01(a) or Event of Default or the end of the Reinvestment Period, whichever is earlier, in an amount equal to the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be Disposition less any amounts reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid during the Reinvestment Period in accordance with the terms of this provision and the other terms of this Agreement. Notwithstanding the foregoing, in no event shall this Section 4.4(b)(ii2.05(b)(ii) immediately after apply to (a) any dispositions required by any Governmental Authority or applicable Law in connection with a Permitted Acquisition or other acquisition and (b) any dispositions of any property acquired as part of a strategic Permitted Acquisition or other acquisition of other property in order to effect such strategic Permitted Acquisition or other acquisition and the expiration property or assets to be disposed of such twelve were not part of the property or six month periodassets intended to be retained in the long term, as applicable and determined in good faith by the Borrower; provided that, in each case, (Bi) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Default exists after giving effect to each such Asset Dispositiondisposition, (ii) the Borrower (or the Restricted Subsidiary), as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of the assets disposed of and (iii) at least 75% of the consideration for such disposition is less than in the Specified Leverageform of cash or Cash Equivalents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or cash collateralize the Letter of Credit Accommodations in the manner set forth in clause (viv) below in amounts equal to (A) 100% of the aggregate Net Cash Proceeds from any (1) Asset Sale Prepayment Percentage Disposition permitted pursuant to Section 8.1(b)(iii), (iv) and (v), (2) Asset Disposition not permitted pursuant to this Agreement or (3) Asset Disposition described in clause (b) of the definition of Asset Disposition (other than that described in this next clause (B)) and (B) 50% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition or sale of Capital Stock permitted pursuant to, and in accordance with, clauses (ato Section 8.3(k) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three 10 Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted SubsidiariesDisposition; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.4(c)(ii)(A) to the extent that: (A) the Net Cash Proceeds of such Asset Disposition is equal to or less than $50,000 provided that the aggregate amount hereunder shall not exceed $1,000,000 per Fiscal Year; (B) the Net Cash Proceeds of such Asset Disposition is greater than $50,000 but equal to or less than $250,000 until such time as the aggregate of such Net Cash Proceeds are committed exceeds $1,000,000 and then such aggregate amount shall be used to be reinvested pursuant to a legally binding agreement prepay the Loans and/or cash collateralize the Letter of Credit Accommodations in the manner set forth in clause (iv) below; and (C) (1) within 10 Business Days after the date of receipt of such Net Cash Proceeds, Borrower notifies Agent that Borrower shall reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower a Credit Party and its Restricted Subsidiaries (2) such Net Cash Proceeds are reinvested in such assets within twelve months 180 days after receipt of such Net Cash Proceeds by such Credit Party and are thereafter actually reinvested in assets used or useful in the business such Credit Party shall provide written evidence to Agent of the Borrower and its Restricted Subsidiaries within six monthssuch reinvestment; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually so reinvested within such six month 180 day period shall be prepaid in accordance with this Section 4.4(b)(ii2.4(c)(ii) immediately after on or before the expiration last day of such twelve or six month 180 day period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Within five Business Days following the receipt of Net Cash Proceeds derived from any Asset Disposition (or related series of Asset Dispositions) by the Borrower or any of its Restricted Subsidiaries (including the issuance by any such Restricted Subsidiary of any of its equity interests to any Person that is not a Credit Party or any Restricted Subsidiary thereof), the Borrower shall make mandatory principal prepayments of prepay the Term Loans in the manner (such prepayment to be applied as set forth in clause (vvi) below below) in amounts an aggregate amount equal to (A) 100% of such Net Cash Proceeds, if the Asset Sale Prepayment Percentage Borrower’s First Lien Net Leverage Ratio, calculated on a Pro Forma Basis and as of the aggregate most recently completed Reference Period, is greater than 2.75 to 1.00, (B) 50% of such Net Cash Proceeds, if the Borrower’s First Lien Net Leverage Ratio, calculated on a Pro Forma Basis and as of the most recently completed Reference Period, is equal to or less than 2.75 to 1.00 but greater than 2.50 to 1.00 and (C) 25% of such Net Cash Proceeds, if the Borrower’s First Lien Net Leverage Ratio, calculated on a Pro Forma Basis and as of the most recently completed Reference Period, is equal to or less than 2.50 to 1.00; provided, however, that such Net Cash Proceeds shall not be required to be so applied to prepay the Term Loans until the aggregate amount of the Net Cash Proceeds derived from any Asset Dispositions in any fiscal year of the Borrower or any of its Restricted Subsidiaries (including the issuance by any such Restricted Subsidiary of any of its equity interests to any Person that is not a Credit Party or any Restricted Subsidiary thereof)) is equal to or greater than $5,000,000 for each individual Asset Disposition (other than or related series of Asset Dispositions) and $10,000,000 in the aggregate for all such Asset Dispositions during any Asset Disposition permitted pursuant to, fiscal year (and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) each case only to the extent that of such excess); provided, further, that, so long as no Event of Default has occurred and is continuing at the aggregate amount time of receipt of such Net Cash Proceeds, such Net Cash Proceeds shall not be required to be used to prepay the Term Loans to the extent the Borrower or any of its Restricted Subsidiaries uses any portion of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party to acquire, maintain, develop, construct, improve, upgrade or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in repair Restaurants or other assets used or useful in the business of the Borrower and or its Restricted Subsidiaries Subsidiaries, in each case, within twelve fifteen (15) months after of the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets Proceeds, except to the extent not, within fifteen (15) months of such receipt, so used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that (or, if any portion of such Net Cash Proceeds are not so used within such 15-month period but within such 15-month period are contractually committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month periodso used, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent then, if such Net Cash Proceeds are attributable not so used within six (6) months after the end of such 15-month period), it being understood that any portion of Net Cash Proceeds not so reinvested within such applicable time period shall be applied to an Asset Disposition of a Foreign Subsidiary so long prepay the Term Loans (such prepayment to be applied as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis set forth in clause (after giving effect to such Asset Dispositionvi) is less than the Specified Leveragebelow).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Immediately upon any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of Credit Party's receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any sale of its Restricted Subsidiaries; provided thatStock of any Subsidiary of any Credit Party, the Borrowers shall prepay an aggregate principal amount of Loans (A) no prepayment shall be required under this Section 4.4(b)(ii) and to the extent that any Net Cash Proceeds in excess of the outstanding principal amount of Loans, cash collateralize L/C Obligations in accordance with Section 2.5(k)) equal to one hundred percent (100%) of all such Net Cash Proceeds are committed Proceeds. Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be permitted to use an amount up to (i) the entire proceeds of any Permitted Disposition to consummate a Permitted Acquisition(s) within 90 days after the date of consummation of such Permitted Disposition (such 90-day period referred to herein as the "Reinvestment Period"); provided that at all times during the Reinvestment Period and prior to the use the proceeds of the Permitted Disposition to consummate Permitted Acquisitions, Borrowers shall cause such proceeds to be reinvested pursuant deposited in a depository account at a financial institution satisfactory to Agent, which account shall be subject to a legally binding agreement tri-party control agreement, in form and substance satisfactory to Agent, (ii) up to $5,000,000 individually or in the aggregate in proceeds of any Permitted Disposition to satisfy in full the Department of Justice Obligations, (iii) the entire amount of the proceeds of any dispositions of obsolete or worn-out property to the extent permitted under clause (b)(iii) of Section 7.8 to purchase assets that are used or useful in the business of Borrowers the Borrower and its Restricted Subsidiaries Credit Parties within twelve months 180 days after receipt of such Net Cash Proceeds proceeds by any Credit Party, and are thereafter actually reinvested in assets used or useful in (iv) the business entire amount of the Borrower and its Restricted Subsidiaries within six months; provided further that proceeds of any sales or settlement of disputed or delinquent Accounts to the extent permitted under clause (b)(v) of Section 7.8. If Borrowers fail to use any portion of such Net Cash Proceeds not committed (x) the proceeds of the Permitted Disposition to be reinvested pursuant consummate Permitted Acquisitions or to a legally binding agreement satisfy the Department of Justice Obligations within such twelve month period the Reinvestment Period, or actually reinvested within such six month period shall be prepaid (y) fails to timely reinvest the proceeds of any asset disposition permitted under clause (b)(iii) of Section 7.8 in accordance with clause (iii) above of this Section 4.4(b)(ii) 2.8(b), Borrowers shall immediately after the expiration of apply such twelve or six month period, as applicable and (B) no proceeds against principal in accordance with Section 2.10(b). Any prepayment shall be required under this Section 4.4(b)(ii2.8(b) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageshall be applied in accordance with Section 2.10(b).

Asset Dispositions. The Each Borrower shall will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition except for: (a) the sale or other disposition of inventory and Cash Equivalents in the ordinary course of business, the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes) and the termination or unwinding of Hedge Agreements permitted hereunder; (b) the sale, lease or other disposition of assets by (i) any U.S. Credit Party to any other U.S. Credit Party, (ii) any Foreign Credit Party to any other Credit Party, (iii) any Consolidated Entity that is not a Credit Party to any other Consolidated Entity or (iv) any Consolidated Entity to any other Consolidated Entity pursuant to a transaction permitted under Section 8.5 or 8.6, in each case so long as no Default or Event of Default shall have occurred and be continuing or would immediately result therefrom; (c) the sale, exchange or other disposition of equipment or other capital assets that are obsolete or no longer necessary for the operations of Xxxxxxxx and its Subsidiaries; (d) forgiveness or conversion to Capital Stock of unsecured loans or advances permitted as intercompany Investments under Section 8.5(e), 8.5(j), 8.5(k), 8.5(l), 8.5(n) or 8.5(u); (e) the sale by any Consolidated Entity of any Realty owned by such Consolidated Entity; (f) the sale or other disposition of assets (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses the Capital Stock of a Foreign Subsidiary Borrower) for fair value; provided that (ax) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of proceeds from all such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 sales or dispositions that are consummated during any Fiscal Year. Such prepayments fiscal year shall not exceed $25,000,000 and (y) no Default or Event of Default shall have occurred and be made within three Business Days after continuing or would immediately result therefrom; (g) the date sale or other disposition of receipt Intellectual Property of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested RBAG Entities pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(iia purchase right of, or a sale obligation owed to, a third party, whether such right or obligation is triggered by a change of control or otherwise; provided that (i) immediately after such Intellectual Property was the expiration subject of such twelve purchase right or six month period, as applicable sale obligation at the time the RBAG Entities became Consolidated Entities or was triggered by the RBAG Entities becoming Consolidated Entities and (Bii) such purchase right or sale obligation was not specifically granted or specifically agreed to in connection with or in anticipation of the acquisition of the RBAG Entities by any Consolidated Entity; and (h) the sale or other disposition of assets (including Capital Stock) of an Immaterial Foreign Subsidiary; provided that (x) the aggregate amount of proceeds from all such sales or dispositions that are consummated during any fiscal year shall not exceed $25,000,000 and (y) no prepayment Default or Event of Default shall have occurred and be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragecontinuing or would immediately result therefrom.

Asset Dispositions. The If, the Parent, the Borrower shall make mandatory principal prepayments or any Restricted Subsidiary of the Term Loans in Parent or the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Borrower makes any Asset Disposition (other than any Asset (i) a Disposition permitted pursuant to, and in accordance with, clauses by subsections (a) through (e) and clause (gf) of Section 9.57.05, and (ii) Dispositions resulting in Net Cash Proceeds of $15,000,000 or less in the aggregate during the term of this Agreement), then the Borrower shall make a mandatory prepayment of the Loans in the amount of the Net Cash Proceeds in excess of such $15,000,000 of such Disposition if the Consolidated Leverage Ratio is greater than 4.50 to 1.00 at the end of the Reinvestment Period (as defined below); provided that, notwithstanding the foregoing, this requirement for mandatory prepayment shall be reduced to the extent that the aggregate amount of Borrower or another Loan Party reinvests such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during in assets useful in one or more Businesses of a Loan Party (other than assets of, or Equity Interests in, Unrestricted Subsidiaries) (and any Fiscal Year. Such prepayments new Subsidiary shall be made within three Business Days a Restricted Subsidiary and shall have executed a Guarantee of the Obligations substantially similar to the Guaranty), during the first 12 months after the date of consummation of such Disposition (such 12 month period is referred to herein as the “Reinvestment Period”), so long as no payment Default under Section 8.01(a) or Event of Default exists as of the (A) consummation of the applicable Disposition, (B) receipt of the Net Cash Proceeds by the Borrower (but not including Net Cash Proceeds received as a result of post-closing adjustments, earn-outs and other customary post-closing arrangements), (C) at the time of reinvestment. If (x) any such Asset Disposition by payment Default under Section 8.01(a) or Event of Default occurs and is continuing at any such Credit Party or any of its Restricted Subsidiaries; provided that, time (A) no prepayment shall be required under this Section 4.4(b)(ii) unless the Borrower has entered into a written commitment during such Reinvestment Period to reinvest such Net Cash Proceeds prior to the extent that end of such Reinvestment Period in assets useful in one or more Businesses of a Loan Party), or (y) all of such Net Cash Proceeds are committed to be not so reinvested pursuant to during the Reinvestment Period, then the Borrower shall make a legally binding agreement in assets used or useful in the business mandatory prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt Loans promptly following the occurrence of such payment Default under Section 8.01(a) or Event of Default or the end of the Reinvestment Period, whichever is earlier, in an amount equal to the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be Disposition less any amounts reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid during the Reinvestment Period in accordance with the terms of this provision and the other terms of this Agreement. Notwithstanding the foregoing, in no event shall this Section 4.4(b)(ii2.05(b)(ii) immediately after apply to (a) any dispositions required by any Governmental Authority or applicable Law in connection with a Permitted Acquisition or other acquisition and (b) any dispositions of any property acquired as part of a strategic Permitted Acquisition or other acquisition of other property in order to effect such strategic Permitted Acquisition or other acquisition and the expiration property or assets to be disposed of such twelve were not part of the property or six month periodassets intended to be retained in the long term, as applicable and determined in good faith by the Borrower; provided that, in each case, (Bi) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Default exists after giving effect to each such Asset Dispositiondisposition, (ii) the Borrower (or the Restricted Subsidiary), as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of the assets disposed of and (iii) at least 75% of the consideration for such disposition is less than in the Specified Leverageform of cash or Cash Equivalents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments (a) None of the Term Loans in Credit Parties will make any Asset Disposition; PROVIDED, THAT, the manner set forth in clause foregoing provisions of this Section 7.5 shall not prohibit the following: (vi) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition by any Credit Party to the Borrower or any Guarantor if (other than any Asset Disposition permitted pursuant toi) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in accordance with, clauses (a) through (e) and clause (g) compliance with the terms of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (6.12 after giving effect to such Asset Disposition and (ii) after giving effect such Asset Disposition, no Default or Event of Default exists; (ii) the sale of inventory in the ordinary course of business; (iii) the liquidation or sale of Cash Equivalents for the account of the Borrower; (iv) the disposition of damaged, worn out or obsolete tangible assets, so long as the fair market value (based on the good faith judgment of the Borrower without the requirement of a third party appraisal) of all property disposed of pursuant to this clause (iv) does not exceed $250,000 in the aggregate in any fiscal year of the Borrower; (v) any other Asset Disposition; provided that (A) the consideration therewith is less than cash or Cash Equivalents; (B) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the Specified Leverageterms of Section 7.13; (C) if such Asset Disposition is a Casualty or Condemnation, the Net Cash Proceeds resulting therefrom are applied as required by this Agreement; (D) such transaction does not involve the sale or other disposition of an equity interest in any Credit Party; (E) the aggregate net book value of all of the assets sold or otherwise disposed of by the Credit Parties in all such transactions in reliance on this paragraph shall not exceed $250,000 in any fiscal year of the Borrower during the term of this Agreement; and (F) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; and (b) Upon consummation of an Asset Disposition permitted by this Section 7.5, the Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in the assets being disposed of, including amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Subsidiary from all of its obligations, if any, under the Credit Documents.

Asset Dispositions. The If the Borrower or any of its Subsidiaries (excluding any Project Finance Subsidiaries) Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of $50,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the manner $50,000,000 threshold set forth in clause (viii) below below) in amounts equal to the Asset Sale Prepayment Percentage of the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Asset Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Subsidiary (other than a Project Finance Subsidiary) may reinvest all or any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The If Borrower shall at any time or from time to time: (i) make mandatory principal prepayments or agree to make a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by Borrower in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds $200,000, then (A) Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by Borrower in respect thereof) and (B) promptly upon receipt by Borrower of the Net Proceeds of such Disposition or Event of Loss, Borrower shall deliver, or cause to be delivered, such Net Cash Proceeds not reinvested to Agent for distribution to the Lenders as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments a prepayment of the Loans, which prepayment shall be made applied in accordance with subsection 1.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent Borrower reinvests the Net Proceeds of such Disposition or Event of Loss, or a portion thereof, in productive assets of a kind then used or usable in the business of Borrower, within three Business Days one hundred eighty (180) days after the date of receipt such Disposition or Event of Loss or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution to the Lenders, as a prepayment of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatRevolving Loans, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to but not as a legally binding agreement in assets used or useful in the business permanent reduction of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageRevolving Loan Commitment.

Asset Dispositions. The If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Term Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of $100,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the manner $100,000,000 threshold set forth in clause (viii) below below) in amounts equal to the Asset Sale Prepayment Percentage of the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Asset Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (other than any Asset Disposition permitted pursuant toas notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and in accordance withso long as no Event of Default shall have occurred and be continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Term Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The (A) Subject to clause (B) below, promptly following any Asset Disposition by any Credit Party or any of their Subsidiaries in excess of $15,000,000 in the aggregate (for all Asset Dispositions) in any four (4) Fiscal Quarter period, the Borrower shall make mandatory principal prepayments prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Term Loans in the manner Net Cash Proceeds derived from all Asset Dispositions made during such four (4) Fiscal Quarter period (such prepayment to be applied as set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage below); provided, however, that so long as no Default or Event of the aggregate Default has occurred and is continuing, such Net Cash Proceeds from shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that the Borrower intends to reinvest such Net Cash Proceeds in additional assets or properties utilized or intended to be utilized in any Asset Disposition business permitted under Section 6.12 (other than including Permitted Acquisitions) within 360 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested by the end of the applicable period shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter as set forth in clause (vi) below; and (B) Notwithstanding the provisions of clause (A) above, in the case of any Asset Disposition permitted pursuant toto Section 6.7(c)(i)(A) in excess of $20,000,000 in the aggregate (for all Asset Dispositions) in any four (4) Fiscal Quarter period, and the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in accordance with, clauses an aggregate amount equal to fifty percent (a) through (e) and clause (g50%) of Section 9.5) the Incremental Asset Disposition Proceeds (such prepayment to the extent that the aggregate amount of such Net Cash Proceeds not reinvested be applied as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments in clause (vi) below) and the remainder of such Incremental Asset Disposition Proceeds shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) subject to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement prepayment provisions set forth in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(iiclause (ii)(A) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageabove.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Make any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses except: (a) through (e) and clause (g) the sale or other disposition of Section 9.5) to obsolete, worn-out, surplus or other assets no longer used or usable in the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt business of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided that; (b) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, (A) no prepayment shall be required under this Section 4.4(b)(ii) to individually or in the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement aggregate, in assets used or useful in any material respect with the conduct of the business of the Borrower and its Restricted Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries within twelve months after receipt to others in the ordinary course of business not detracting from the value of such Net Cash Proceeds and are thereafter actually reinvested real or personal property or interfering in assets used or useful in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b)(iii) are complied with in connection therewith; (e) Asset Dispositions consisting of a sale of the real estate located at 1000 Xxx Xxxx Xxxxxx, San Francisco, California; (f) Asset Dispositions in the form of (i) Permitted Station Exchanges or (ii) Station Sharing Arrangements; provided that (A) at least five (5) Business Days prior to the entry into any Station Sharing Arrangement, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a copy of each of the definitive documents governing such Station Sharing Arrangement and (B) at no time shall more than ten percent (10%) of the Broadcast Cash Flow of Holdings and its Restricted Subsidiaries within six monthsSubsidiaries, in each case determined for the eight (8) consecutive fiscal quarter period most recently ended, be attributable to Stations that are subject to Station Sharing Arrangements; and (g) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (g) shall not exceed $5,000,000 in any Fiscal Year and $20,000,000 during the term of this Agreement; provided further that that the aggregate amount of any portion of such Net cash or Cash Proceeds not committed to be reinvested Equivalents that are received by the Borrower or any Subsidiary pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition permitted under Section 9.5(f) shall be included in determining the amounts of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageDispositions permitted under this Section 9.5(g).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Immediately upon any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of Credit Party’s receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any sale of its Restricted Subsidiaries; provided thatStock of any Subsidiary of any Credit Party, the Borrowers shall prepay an aggregate principal amount of Loans (A) no prepayment shall be required under this Section 4.4(b)(ii) and to the extent that any Net Cash Proceeds in excess of the outstanding principal amount of Loans, cash collateralize L/C Obligations in accordance with Section 2.5(k)) equal to one hundred percent (100%) of all such Net Cash Proceeds are committed Proceeds. Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall be permitted to use an amount up to (i) the entire proceeds of any Permitted Disposition to consummate a Permitted Acquisition(s) within 90 days after the date of consummation of such Permitted Disposition (such 90-day period referred to herein as the “Reinvestment Period”); provided that at all times during the Reinvestment Period and prior to the use the proceeds of the Permitted Disposition to consummate Permitted Acquisitions, Borrowers shall cause such proceeds to be reinvested pursuant deposited in a depository account at a financial institution satisfactory to Agent, which account shall be subject to a legally binding agreement tri-party control agreement, in form and substance satisfactory to Agent, (ii) $3,500,000 individually or in the aggregate in proceeds of any Permitted Disposition to satisfy in full the Department of Justice Obligations; (iii) the entire amount of the proceeds of any dispositions of obsolete or worn-out property to the extent permitted under clause (b)(iii) of Section 7.8 to purchase assets that are used or useful in the business of Borrowers the Borrower and its Restricted Subsidiaries Credit Parties within twelve months 180 days after receipt of such Net Cash Proceeds proceeds by any Credit Party, and are thereafter actually reinvested in assets used or useful in (iv) the business entire amount of the Borrower and its Restricted Subsidiaries within six months; provided further that proceeds of any sales or settlement of disputed or delinquent Accounts to the extent permitted under clause (b)(v) of Section 7.8. If Borrowers fail to use any portion of such Net Cash Proceeds not committed (x) the proceeds of the Permitted Disposition to be reinvested pursuant consummate Permitted Acquisitions or to a legally binding agreement satisfy the Department of Justice Obligations within such twelve month period the Reinvestment Period, or actually reinvested within such six month period shall be prepaid (y) fail to timely reinvest the proceeds of any asset disposition permitted under clause (b)(iii) of Section 7.8 in accordance with clause (iii) above of this Section 4.4(b)(ii) 2.8(b), Borrowers shall immediately after the expiration of apply such twelve or six month period, as applicable and (B) no proceeds against principal in accordance with Section 2.10. Any prepayment shall be required under this Section 4.4(b)(ii2.8(b) to shall be applied in accordance with Section 2.10 without any permanent reduction of the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageRevolving Credit Commitments.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal Subject to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Section 2.06(b)(v)(D), if any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Loan Party or any of its Restricted SubsidiariesSubsidiaries Disposes of, or suffers an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (c) or (d)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year in excess of $250,000, Borrower shall prepay an aggregate principal amount of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided thatthat so long as no Event of Default shall have occurred and be continuing, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that recipient of any such Net Cash Proceeds are committed to be reinvested pursuant to realized in a legally binding agreement Disposition or Event of Loss described in this Section 2.06(b)(ii) may reinvest the amount of any such Net Cash Proceeds within one hundred eighty (180) days of the receipt thereof, in replacement assets of a kind then used or useful usable in the business of such recipient; or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment within ninety (90) days after expiration of such one hundred eighty (180) day period (the “Reinvestment Period”); provided that the Borrower and its Restricted Subsidiaries notifies Administrative Agent of the Borrower’s or such Guarantor’s intent to reinvest within twelve months after receipt of ten (10) Business Days following the time such proceeds are received; provided further that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, the Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds and are thereafter actually (to the extent not reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed intended to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month time period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage).

Asset Dispositions. The If the Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from or any Asset Restricted Subsidiary makes any Disposition (other than any Asset (i) a Disposition permitted pursuant to, and in accordance with, clauses by subsections (a) through (ef) and clause (gi) of Section 9.57.05, and (ii) Dispositions resulting in Net Cash Proceeds of $5,000,000 or less individually or $10,000,000 or less in the aggregate during the term of this Agreement), then the Borrower shall make a mandatory prepayment of the Loans in the amount of the Net Cash Proceeds of such Disposition (for the avoidance of doubt, excluding the first $5,000,000 of individual Net Cash Proceeds and/or $10,000,000 of aggregate Net Cash Proceeds excluded above); provided that, notwithstanding the foregoing, this requirement for mandatory prepayment shall be reduced to the extent that the aggregate amount of Borrower or another Loan Party reinvests such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during in assets useful in one or more Businesses of a Loan Party or any Fiscal Year. Such prepayments Restricted Subsidiary thereof (other than assets of, or Equity Interests in, Unrestricted Subsidiaries) (and any new Subsidiary shall be made within three Business Days a Restricted Subsidiary and shall have executed a Guarantee of the Obligations substantially similar to the Guaranty), (I) during the first 12 months after the date of consummation of such Disposition or (II) if the Borrower or Restricted Subsidiary commits to reinvest such Net Cash Proceeds within 12 months following the date of consummation of such Disposition, then within 180 days following such 12 month period (referred to herein as the “Reinvestment Period”), so long as no payment Default under Section 8.01(a) or Event of Default exists as of the (A) consummation of the applicable Disposition, (B) receipt of the Net Cash Proceeds by the Borrower (but not including Net Cash Proceeds received as a result of post-closing adjustments, earn-outs and other customary post-closing arrangements) and (C) at the time of reinvestment. If (x) any such Asset Disposition by payment Default under Section 8.01(a) or Event of Default occurs and is continuing at any such Credit Party or any of its Restricted Subsidiaries; provided that, time (A) no prepayment shall be required under this Section 4.4(b)(ii) unless the Borrower has entered into a written commitment during such Reinvestment Period to reinvest such Net Cash Proceeds prior to the extent that end of such Reinvestment Period in assets useful in one or more Businesses of a Loan Party), or (y) all of such Net Cash Proceeds are committed to be not so reinvested pursuant to during the Reinvestment Period, then the Borrower shall make a legally binding agreement in assets used or useful in the business mandatory prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt Loans promptly following the occurrence of such payment Default under Section 8.01(a) or Event of Default or the end of the Reinvestment Period, whichever is earlier, in an amount equal to the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be Disposition less any amounts reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid during the Reinvestment Period in accordance with the terms of this provision and the other terms of this Agreement. Notwithstanding the foregoing, in no event shall this Section 4.4(b)(ii2.05(b)(i) immediately after apply to (a) any dispositions required by any Governmental Authority or applicable Law in connection with a Permitted Acquisition or other acquisition and (b) any dispositions of any property acquired as part of a strategic Permitted Acquisition or other acquisition of other property in order to effect such strategic Permitted Acquisition or other acquisition and the expiration property or assets to be disposed of such twelve were not part of the property or six month periodassets intended to be retained in the long term, as applicable and determined in good faith by the Borrower; provided that, in each case, (Bi) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Default exists after giving effect to each such Asset Dispositiondisposition, (ii) the Borrower (or the Restricted Subsidiary), as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of the assets disposed of and (iii) at least 75% of the consideration for such disposition is less than in the Specified Leverageform of cash or Cash Equivalents.

Asset Dispositions. The Borrower If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make mandatory principal prepayments a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $62,500,000 during any Fiscal Year. Such prepayments 1,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be made received by a Credit Party and/or such Subsidiary in respect thereof) and (B) within three five (5) Business Days after the date of receipt by a Credit Party and/or such Subsidiary of the Net Cash Proceeds of any such Asset Disposition by or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Term Loans, which prepayment shall be applied in accordance with subsection 1.7(e). Notwithstanding the foregoing and provided no Event of Default or, in the case of an Event of Loss, no Specified Event of Default, has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or any such Subsidiary reinvests the Net Proceeds of its Restricted Subsidiaries; provided that, such Disposition or Event of Loss in productive assets (Aother than working capital) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to of a legally binding agreement in assets kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries within twelve months three hundred sixty-five (365) days after receipt the date of such Disposition or Event of Loss; provided that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. If the Borrower or the applicable Subsidiary decides not to so reinvest such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful during the three hundred sixty-five (365) day period set forth in the business immediately preceding sentence or such period expires without the Borrower or such Subsidiary having reinvested such excess Net Proceeds, the Borrower shall deliver such excess Net Proceeds within one (1) Business Day thereafter to Agent for distribution to the Lenders as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Term Loans in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragesubsection 1.7(e).

Asset Dispositions. The Neither Borrower shall make mandatory principal prepayments will, nor will either Borrower permit any of the Term Loans its Subsidiaries to sell, lease, transfer, abandon or otherwise dispose of any asset; provided that TEL and its Subsidiaries may sell Hydrocarbons produced in the manner set forth in clause (v) below in amounts equal ordinary course of business and not pursuant to the Asset Sale Prepayment Percentage Advance Payment Contracts, and, so long as no Default or Event of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses Default has occurred which is continuing or would result therefrom: (a) through TEL and its Subsidiaries may sell Material Assets, including, without limitation (ei) the sale of Hydrocarbons pursuant to Advance Payment Contracts, and (ii) the sale of Mineral Interests comprising a part of the Material Assets which do not constitute proved reserves pursuant to farm out or similar agreements; provided that (A) the aggregate value of all Material Assets sold or disposed of pursuant to this clause (ga) of Section 9.5during the period commencing on the Closing Date and continuing until this Agreement is terminated and the Obligations have been paid in full shall not exceed $50,000,000, (B) to the extent that the aggregate amount of such Net Cash Proceeds Borrowers shall provide Banks not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt less than fifteen (15) days advance notice of the Net Cash Proceeds of any such Asset Disposition incurrence by such Credit Party TEL or any of its Restricted Subsidiaries; provided thatSubsidiaries of Advance Payment Contract Liabilities and Required Banks shall have the right, upon five (5) days advance notice to Borrowers, to reduce the Total Commitment (and the Commitment of each Bank ratably) by an amount equal to the amount of all Advance Payments to TEL or any of its Subsidiaries resulting in such Advance Payment Contract Liabilities, and (C) all proceeds of asset sales completed pursuant to this clause (a) shall be reinvested in the exploration, development and production of the Material Assets within one hundred twenty (120) days following receipt of proceeds of such asset sales (for purposes of this Section 8.5(a) only, (Ai) no prepayment Material Assets shall not include Transportation Assets), and (ii) TEL and its Subsidiaries will be deemed to have sold Hydrocarbons with respect to which they have received Advance Payments on the date such Advance Payments are paid by the purchaser under the applicable Advance Payment Contract; (b) TEL and its Subsidiaries may sell Transportation Assets provided that the proceeds of the sale of such Transportation Assets shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business exploration, development and production of Material Assets within three hundred sixty (360) days following receipt of proceeds of the Borrower and its Restricted Subsidiaries within twelve months after receipt sale of such Net Cash Proceeds Transportation Assets and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds proceeds not committed so reinvested within one hundred eighty (180) days shall (on such 180th day) be placed in escrow with Administrative Agent pursuant to an escrow agreement in form and substance acceptable to Administrative Agent and shall be released from escrow only for reinvestment in such Material Assets or to permanently reduce the Obligations; (c) TEL and its Subsidiaries may sell Mineral Interests (without regard to the reinvestment of the proceeds thereof) pursuant to farmout or similar agreements; provided that such Mineral Interests do not constitute (i) material proved reserves, or (ii) Material Assets; (d) TEL and its Subsidiaries may sell assets which do not constitute Material Assets, Transportation Assets or farmouts of unproved or immaterial proved reserves not constituting Material Assets, and without regard to the reinvestment of the proceeds thereof; provided, that the aggregate value of all assets sold pursuant to this clause (d) during the period commencing on the Closing Date and continuing until this Agreement is terminated and the Obligations have been paid in full shall not exceed $25,000,000, and any portion of such proceeds in excess of $15,000,000 shall be reinvested pursuant in Material Assets within one hundred eighty (180) days following TEL's and its Subsidiaries receipt thereof; and (e) Subsidiaries of TEL (other than TEC and Material Subsidiaries) may sell, transfer, assign or convey assets to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration either Borrower and to other Subsidiaries of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageTEL.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (viv) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (gd) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not exceed $5,000,000 (excluding the amount of such Net Cash Proceeds reinvested as set forth below exceeds $62,500,000 permitted below) in the aggregate during any Fiscal Yearthe term of this Agreement. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthstwo hundred seventy (270) days after receipt of such Net Cash Proceeds (provided that such 270 day period shall be extended to a date that is one (1) year after the receipt of such Net Cash Proceeds if, within such 270 day period, the Borrower has provided confirmation to the Administrative Agent that the Borrower and its Subsidiaries have entered into a binding contractual commitment to reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries on or prior to the date that is one (1) year after the receipt of such Net Cash Proceeds) by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month two hundred seventy (270) day period (or, such one (1) year period, as applicable) shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month two hundred seventy (270) day period (or, such one (1) year period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplicable).

Asset Dispositions. The Borrower If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make mandatory principal prepayments a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $62,500,000 during any Fiscal Year. Such prepayments 1,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be made received by a Credit Party and/or such Subsidiary in respect thereof) and (B) within three five (5) Business Days after the date of receipt by a Credit Party and/or such Subsidiary of the Net Cash Proceeds of any such Asset Disposition by or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(f). Notwithstanding the foregoing and provided no Event of Default or, in the case of an Event of Loss, no Specified Event of Default, has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or any such Subsidiary reinvests the Net Proceeds of its Restricted Subsidiaries; provided that, such Disposition or Event of Loss in productive assets (Aother than working capital) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to of a legally binding agreement in assets kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries within twelve months three hundred sixty-five (365) days after receipt the date of such Disposition or Event of Loss; provided that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. If the Borrower or the applicable Subsidiary decides not to so reinvest such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful during the three hundred sixty-five (365) day period set forth in the business immediately preceding sentence or such period expires without the Borrower or such Subsidiary having reinvested such excess Net Proceeds, the Borrower shall deliver such excess Net Proceeds within one (1) Business Day thereafter to Agent for distribution to the Lenders as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Loans in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragesubsection 1.8(f).

Asset Dispositions. The Borrower (1) Until the ABL Obligations Payment Date has occurred, subject to compliance with Sections 4.1(1) or (3), as applicable, each of the Secured Notes Trustees agrees, it shall make mandatory principal prepayments not, subject to Section 4.2(5) in an Insolvency Proceeding or otherwise, oppose any Disposition of any assets of any Credit Party constituting ABL Priority Collateral that is supported and consented to by the ABL Agent, and each Secured Notes Secured Party will be deemed to have consented to any such Disposition supported and consented to by the ABL Agent and to have released their Liens in such assets (but not the proceeds thereof as provided in Section 4.3), provided that the ABL Agent agrees that nothing in this Section 4.2 shall, is intended to, or shall be deemed to, constitute a waiver by any Secured Notes Secured Party or prohibit or otherwise restrict any Secured Notes Secured Party from instituting any legal proceeding against the ABL Secured Parties seeking damages on the grounds of non-compliance with applicable law or gross negligence or wilful misconduct of the ABL Agent, its Receiver, any other ABL Secured Party or any other Person acting on behalf or under the direction of any of them. (2) Provided the ABL Obligations Payment Date has occurred and until the Term Credit Obligations Payment Date has occurred, subject to compliance with Sections 4.1(1) or (3), as applicable, each of the Secured Notes Trustees agrees that it shall not, subject to Section 4.2(5) in an Insolvency Proceeding or otherwise, oppose any Disposition of any assets of any Credit Party constituting ABL Priority Collateral that is supported and consented to by the Term Agent, and each Secured Notes Secured Party will be deemed to have consented to any such Disposition supported and consented to by the Term Agent and to have released their Liens in such assets (but not the proceeds thereof as provided in Section 4.3), provided that the Term Agent agrees that nothing in this Section 4.2 shall, is intended to, or shall be deemed to, constitute a waiver by any Secured Notes Secured Party or prohibit or otherwise restrict any Secured Notes Secured Party, from instituting any legal proceeding against the Term Credit Secured Parties seeking damages on the grounds of non-compliance with applicable law or gross negligence or wilful misconduct of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Agent, its Receiver, any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Term Credit Secured Party or any other Person acting on behalf or under the direction of its Restricted Subsidiaries; provided thatany of them. (3) Until the Term Credit Obligations Payment Date has occurred, subject to compliance with Sections 4.1(2), or (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business 3), as applicable, each of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested Secured Notes Trustees shall not, subject to Section 4.2(5), in assets used an Insolvency Proceeding or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that otherwise, oppose any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long any assets of any Credit Party constituting Term Priority Collateral that is supported and consented to by the Term Agent, and each Secured Notes Secured Party will be deemed to have consented to any such Disposition supported and consented to by the Term Agent and to have released their Liens in such assets (but not the proceeds thereof as provided in Section 4.3), provided that the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.Term Agent agrees that nothing in this Section

Asset Dispositions. The If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of $50,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the manner $50,000,000 threshold set forth in clause (viii) below below) in amounts equal to the Asset Sale Prepayment Percentage of the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Asset Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (other than any Asset Disposition permitted pursuant toas notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and in accordance withso long as no Event of Default shall have occurred and be continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The Borrower shall Except for Asset Dispositions described on Schedule 8.5, the Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) unless (a) the consideration paid in connection therewith is at least 75% cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Effective Date (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) such transaction to the extent that the aggregate amount of such Net Cash Proceeds thereof are used to make Eligible Reinvestments as contemplated by clause (f)(i) below) shall not reinvested as set forth below exceeds exceed $62,500,000 during any Fiscal Year. Such prepayments 1,000,000, (e) the Borrower shall be made within three Business Days after have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist hereunder, and (f) no later than 15 days prior to such Asset Disposition, the Agent and the Lenders shall have received a certificate of an Executive Officer of the Borrower specifying the anticipated or actual date of receipt such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Asset Disposition, and thereafter the Credit Parties shall, within the period of 365 days (or, if the Subordinated Notes shall have been issued, such earlier date as provided for reinvestment of such proceeds under the Subordinated Note Indenture) following the consummation of such Asset Disposition (with respect to any such Asset Disposition, the "Application Period"), apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Asset Disposition to (i) make Eligible Reinvestments or (ii) prepay the Loans (and cash collateralize the LOC Obligations) in accordance with the terms of Section 3.3(b)(iii)(A). Pending final application of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatDisposition, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Consolidated Parties may apply such Net Cash Proceeds are committed to be reinvested pursuant temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a legally binding agreement in sale of assets used or useful in the business sale of the Borrower and its Restricted Subsidiaries within twelve months after receipt Capital Stock of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than Party from all of its obligations, if any, under the Specified LeverageCredit Documents.

Asset Dispositions. (a) The Borrower shall Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, make mandatory principal prepayments any Asset Disposition unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of the Term Loans in the manner set forth in clause (v) below in amounts such Asset Disposition at least equal to the Asset Sale Prepayment Percentage fair market value (including as to the value of all non-cash consideration) of the aggregate Net Cash Proceeds from any shares and assets subject to such Asset Disposition Disposition, as determined by the Board of Directors of the Company in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary, as the case may be, consists of (A) cash or Permitted Short-Term Investments or (B) the assumption of Debt (other than any Subordinated Obligations) of the Company or such Restricted Subsidiary and the release of the Company and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) if (A) no Event of Default has occurred and is then continuing and if (x) the Aggregate Asset Disposition permitted Proceeds then exceed the greater of $15 million or 33% of the Consolidated EBITDA for the most recently ended period of four fiscal quarters or (y) the asset being disposed of is a Core Asset or (B) an Event of Default has occurred and is then continuing and the Trustee has not exercised any remedies pursuant toto Section 6.2 or 6.3), all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition: (A) first, to the repayment of Debt then outstanding under any Bank Credit Agreement and a corresponding permanent reduction in accordance withthe commitments thereunder, clauses if any; and (aB) through second, to the extent that the Net Available Proceeds exceed the amount of Debt then outstanding under the Bank Credit Agreements, to a permanent reduction in the commitments thereunder, if any, by an amount equal to such excess Net Available Proceeds; and (eC) third, if the commitments under all Bank Credit Agreements have been reduced to zero and clause (g) to the extent that the remaining Net Available Proceeds exceed $2.5 million, to make an Offer to Purchase outstanding Notes at 100% of Section 9.5) their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of the Company or a Restricted Subsidiary that ranks PARI PASSU with the Notes at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. To the extent that the aggregate amount of Notes tendered pursuant to an Offer to Purchase pursuant to this Section 4.7 exceeds the amount of remaining Net Available Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent any Net Available Proceeds remain after such Net Cash Proceeds uses, the Company and the Restricted Subsidiaries may use such amounts for any purposes not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments prohibited by this Indenture. (b) The Company shall be made within three Business Days after comply, to the date extent applicable, with the requirements of receipt Section 14(e) of the Net Cash Proceeds Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.7. To the extent that the provisions of any such Asset Disposition by such Credit Party securities laws or any regulations conflict with provisions of this Section 4.7, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiaries; provided that, (A) no prepayment shall be required obligations under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage4.7 by virtue thereof.

Asset Dispositions. The If the Borrower or any Restricted Subsidiary shall at any time make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset a Disposition (other than any Asset a Disposition permitted pursuant to, and in accordance with, clauses to clause (a) through or (e) and clause (gb) of Section 9.57.2.7 and other than a Disposition constituting the Corporate Sale Transaction) for aggregate Net Disposition Proceeds of $100,000 or more, then (i) the Borrower or such Restricted Subsidiary may, within 360 days after the receipt by the Borrower or such Restricted Subsidiary of the Net Disposition Proceeds of such Disposition, (A) so long as no Event of Default or payment Default has occurred and is then continuing or would result therefrom (except in the case where the Borrower or such Restricted Subsidiary is subject to a definitive agreement that has been duly and fully executed at a time when no Event of Default or payment Default existed and pursuant to which it is obligated to use such Net Disposition Proceeds for a purpose permitted by this clause (e)), reinvest up to 100% of such Net Disposition Proceeds in the extent that businesses described in Section 7.1.12, (B) prepay the aggregate Term Loans within such 360-day period in an amount equal to such Net Disposition Proceeds (or a portion thereof) or (C) retain the amount of such Net Cash Disposition Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any so applied pending such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable application and (B) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent such Net Cash Disposition Proceeds are attributable not so applied during such 360-day period and the aggregate amount of all such Net Disposition Proceeds not so applied since the last prepayment made pursuant to this clause (e) equals or exceeds $1,000,000, the Borrower shall make a mandatory prepayment of the Term Loans on the Business Day immediately succeeding the last day of such 360-day period in an Asset aggregate amount equal to the portion of such Net Disposition of a Foreign Subsidiary Proceeds not so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplied.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (vvi) below in amounts an amount equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of (x) the aggregate Net Cash Proceeds from any Drop Down Transaction and (y) the aggregate Net Cash Proceeds from any other Asset Disposition (other than by any Asset Disposition permitted pursuant toCredit Party or any of its Restricted Subsidiaries, and in accordance with, clauses (a) through (e) and the case of this clause (g) of Section 9.5) y), to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 10,000,000 for any single transaction or $20,000,000 during any Fiscal Yearcalendar year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition Disposition(s) by such Credit Party or any of its Restricted SubsidiariesSubsidiaries in excess of such amount; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) to the extent that the Borrower delivers a certificate to the Administrative Agent prior to the date of any such required prepayment stating that (A) a Credit Party or a Domestic Subsidiary (other than an Unrestricted Subsidiary) intends to reinvest Net Cash Proceeds are committed to be reinvested pursuant to of any Drop Down Transaction or any other Asset Disposition (other than a legally binding agreement Foreign Disposition) in assets used or useful in the business of the Borrower and its Domestic Subsidiaries or (B) a Credit Party or a Restricted Subsidiaries within twelve months after receipt of such Subsidiary intends to reinvest Net Cash Proceeds and are thereafter actually reinvested of any Foreign Disposition in assets of the Borrower or any Restricted Subsidiary used or useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case, within six months365 days after receipt of such Net Cash Proceeds by such Credit Party or such Restricted Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be actually reinvested pursuant to a legally binding agreement as set forth above within such twelve month period or actually reinvested within such six month 365-day period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month 365-day period, unless such Credit Party or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, in which case, such prepayment with any portion of such Net Cash Proceeds not actually reinvested as applicable and (B) no prepayment set forth above shall not be required under this Section 4.4(b)(ii) until the date, if later, that is 180 days after the date of such commitment. Notwithstanding anything herein to the contrary, the reinvestment right described in the immediately preceding sentence shall only be permitted with respect to the Net Cash Proceeds of Drop Down Transactions (x) that occur prior to December 31, 2014, in an aggregate amount of Net Cash Proceeds not exceeding $75,000,000 and (y) that occur at any time thereafter, to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as that the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving pro forma effect to such Asset Disposition) Drop Down Transaction is 3.00 to 1.00 or less (or, if such Consolidated Total Leverage Ratio is greater than 3.00 to 1.00, after the Specified LeverageBorrower has made principal prepayments necessary to lower the Consolidated Total Leverage Ratio to 3.00 to 1.00, after giving pro forma effect to such prepayments, solely with respect to any remaining Net Cash Proceeds).

Asset Dispositions. The If Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatConsolidated Subsidiaries Disposes of any assets which results in the realization of Net Proceeds, then at the time required by the Intercreditor Agreement, Borrower shall prepay the Principal Debt (in the case of the following clauses (A) no prepayment shall be required under this Section 4.4(b)(iiand (B)) or the Obligations (in the case of the following clause (C)) in an amount equal to the extent that following: (A) if no Major Event of Default then exists, (x) 6% of the Net Proceeds of such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful Disposition, plus (y) in the business event that the amount of any concurrent prepayment made to the Borrower and its Restricted Subsidiaries within twelve months after receipt Noteholders exceeds an amount equal to 50% of such Net Cash Proceeds and are thereafter actually reinvested (such excess being herein referred to as the “Additional Disposition Prepayment Amount”), Borrower shall prepay the Principal Debt in assets used or useful an additional amount equal to the Lenders’ ratable portion of such Additional Disposition Prepayment Amount in the business proportion that the aggregate Principal Debt (inclusive of LC Exposure which is not Cash Collateralized) bears to the Total Outstandings (inclusive of any “Make-Whole” payments then due and owing or arising in connection with such prepayment); provided, however, that if no Event of Default has occurred and is continuing, Borrower and its Restricted Subsidiaries within six months; provided further that any shall not be required to make prepayments pursuant to clause (x) of this subsection (A) until the later of (x) November 1, 2009, or (y) the date upon which the aggregate Net Proceeds from all Dispositions consummated after the Closing Date equals $120,000,000; (B) if a Major Event of Default (but not a Special Event of Default) then exists, the Lenders’ ratable portion of such Net Proceeds in the proportion that the aggregate Principal Debt (inclusive of LC Exposure which is not Cash Proceeds not committed Collateralized) bears to be reinvested pursuant to the Total Outstandings (exclusive of any “Make-Whole” payments then due and owing or arising in connection with such prepayment); or (C) if a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after Special Event of Default then exists, the expiration Lenders’ ratable portion of such twelve or six month periodNet Proceeds (after payment of the amounts owed in respect of fees, expenses, and indemnities of the Collateral Agent as applicable and provided in Section 4.2(a), clause “FIRST” of the Intercreditor Agreement) in the proportion that the Obligations (Bexclusive of any LC Exposure that is Cash Collateralized) no prepayment shall be required under this Section 4.4(b)(ii) bears to the extent sum of (x) the Obligations (exclusive of any LC Exposure that is Cash Collateralized) plus (y) the Note Obligations (inclusive of any “Make-Whole” payments then due and owing or arising in connection with such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageprepayment).

Asset Dispositions. (a) The Borrower Company shall not, and shall not permit any Subsidiary to, make mandatory principal prepayments of any Asset Disposition in one or more related transactions unless: (i) the Term Loans in Company or the manner set forth in clause (v) below in amounts Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Asset Sale Prepayment Percentage fair market value for the assets sold or disposed of as determined by the Board of Directors of the aggregate Company in good faith and evidenced by a resolution of the Board of Directors filed with the Trustee; and (ii) all Net Cash Available Proceeds, less any amounts invested within 365 days of such disposition in assets of the Company or any Subsidiary thereof used in a Permitted Business (including Capital Stock of an entity which is engaged in a Permitted Business), are applied within 365 days of such disposition to the permanent repayment or reduction of outstanding Debt that is pari passu with the Notes, or any outstanding Debt of any Subsidiary of the Company, the terms of which would require such application or prohibit payments as required by this Section 1018. The amount of Net Available Proceeds from any Asset Disposition (less any amounts used in a Permitted Business or applied to reduce Debt during the 365 day period set forth in the preceding sentence constitutes "Excess Proceeds." Excess Proceeds will be segregated not later than 365 days after such disposition from the other than any assets of the Company and its Subsidiaries and invested in cash or Cash Equivalents until such time as such Excess Proceeds are applied as specified in Section 1018(b). Any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and resulting from a condemnation of a property by a court or governmental agency having jurisdiction over such property shall not be required to comply with clause (gi) of the first -98- 102 sentence of this Section 9.51018, but shall otherwise be subject to all requirements of this covenant. (b) to the extent that When the aggregate amount of such Net Cash Excess Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made 10,000,000, the Company will, within three Business Days after 30 days thereof, apply such aggregate Excess Proceeds (1) first, to make an Offer to Purchase Outstanding Securities at 100% of their principal amount plus accrued interest to the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatpurchase and, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued interest to the date of purchase, (2) second, to the extent of any remaining Excess Proceeds following the completion of the Offer to Purchase, to the repayment of other Debt of the Company that is pari passu with the Securities, or any Debt of any Subsidiary of the Company, to the extent permitted under the terms thereof and (3) third, to the extent of any remaining Net Available Proceeds, to any other use as determined by the Company which is not otherwise prohibited by the terms of this Indenture. Upon the completion of an Offer to Purchase pursuant to this paragraph, the amount of Excess Proceeds shall be reset to zero. (c) The Company will mail the Offer for an Offer to Purchase required pursuant to Section 1018(a) not more than 30 days after such Net Cash Excess Proceeds are committed exceed $10,000,000. The aggregate principal amount of the Securities to be reinvested offered to be purchased pursuant to a legally binding agreement in assets used the Offer to Purchase shall equal the Excess Proceeds available therefor pursuant to Section 1018(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or useful in the business any portion of the Borrower and its Restricted Subsidiaries within twelve months after receipt of Securities owned by such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in Holder pursuant to the business of Offer to Purchase, subject to the Borrower and its Restricted Subsidiaries within six months; provided further requirement that any portion of such Net Cash Proceeds a Security tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not committed be entitled to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required any credit against its obligations under this Section 4.4(b)(ii) 1018 for the principal amount of any Securities acquired by the Company otherwise than pursuant to the extent such Net Cash Proceeds are attributable Offer to Purchase pursuant to this Section 1018. (d) Not later than the date of the Offer with respect to an Asset Disposition of a Foreign Subsidiary so long Offer to Purchase pursuant to this Section 1018, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.Purcxxxx Xxxxxx,

Asset Dispositions. The If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Term Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of the Disposition Threshold Amount then in effect ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the Disposition Threshold Amount pursuant to clause (iii) below) in the manner aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below in amounts equal below); provided that, with respect to the Asset Sale Prepayment Percentage of the aggregate any Net Cash Proceeds from any Asset realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (other than any Asset Disposition permitted pursuant toas notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and in accordance withso long as no Event of Default shall have occurred and be continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Term Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The Within two (2) Business Days of receipt by any Credit Party of Net Cash Proceeds (so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $150,000), from any asset disposition of Collateral (excluding dispositions of Inventory in the ordinary course of business), the Borrower shall make mandatory principal prepayments of prepay the Term Loans Obligations in the manner set forth in clause (v) below in amounts an aggregate amount equal to the Asset Sale Prepayment Percentage sum of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (ai) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount 100% of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such so received plus (ii) the applicable Early Termination Premium (such prepayments shall be made within three Business Days after directed to the date Collection Account and applied in accordance with the application of receipt payments specified in Section 2.05(b) (i) and shall result in a pro rata repayment of the Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided, that (A) (1) any Net Cash Proceeds received by any Credit Party as a result of the AdParlor Sale (“AdParlor Sale Proceeds”) may, at the option of the Borrower, be applied on or prior to the first anniversary of the Closing Date to (x) make a repayment of outstanding Revolving Credit Loans (without any reduction of the Revolving Credit Commitments) or (y) make a pro rata repayment of the Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause (y)) (in the case of clauses (x), without any Early Termination Premium being payable in connection therewith and in the case of clause (y), with an Early Termination Premium being payable on AdParlor Sale Proceeds in excess of $10,000,000), (2) if no Revolving Credit Loans are outstanding at such time (including after giving effect to any prepayment made pursuant to the foregoing clauses (A)(1)(x) or (y)), then any such Asset Disposition excess AdParlor Sale Proceeds may be retained by such Credit Party and (3) if an Event of Default has occurred and is continuing at the time of such prepayment, then the amount of AdParlor Sale Proceeds that may be applied or any of its Restricted Subsidiaries; provided that, otherwise retained pursuant to this clause (A) no prepayment shall not exceed $10,000,000 (with any amount of AdParlor Sale Proceeds in excess of $10,000,000 being required to be required under applied pursuant to this Section 4.4(b)(ii2.03(c) without giving effect to the extent that such this clause (A)) and (B) Net Cash Proceeds received by any Credit Party as a result of the True North Loyalty Sale after the Closing Date shall be used by the Borrower to repay the Total Revolving Credit Outstandings (without a permanent reduction of the Revolving Credit Commitment); provided, further, that so long as no Event of Default shall have occurred and is continuing, at the election of the Borrower, any Credit Party may reinvest any Net Cash Proceeds that are committed subject to be reinvested pursuant to this Section 2.03(c) (other than Net Cash Proceeds received from the sale of (i) the Capital Stock of the Borrower or its Subsidiaries or (ii) all or substantially all or a legally binding agreement material portion of the assets of any Credit Party or any business line, unit or division of a Credit Party or its Subsidiaries) in assets used or useful in the business of the Borrower and its Restricted Subsidiaries any other Credit Party within twelve six (6) months after receipt the date of such asset disposition (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and are thereafter actually Proceeds, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in assets used or useful each case, such longer period of time as agreed in writing by the business Administrative Agent’s in its sole discretion, the consummation of such reinvestment to be certified by the Borrower and its Restricted Subsidiaries in writing to the Administrative Agent within six monthssuch period, as extended hereunder; provided further provided, further, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually so reinvested within such six six-month period (or, to the extent applicable, such nine-month period) shall be prepaid in accordance immediately applied (together with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(iiEarly Termination Premium) to the extent such Net Cash Proceeds are attributable to an Asset Disposition prepayment of a Foreign Subsidiary so long the Obligations as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageset forth in Section 2.05(c).

Asset Dispositions. The Borrower Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) the consideration paid in connection therewith shall make mandatory principal prepayments be cash or Cash Equivalents, such payment to be contemporaneous with consummation of such transaction, and shall be in an amount not less than the fair market value of the Term Loans Property disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (e) any of the following is true: (i) such transaction constitutes a Sale and Leaseback Transaction set forth on Schedule 8.13, (ii) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date, together with all Sale and Leaseback Transactions permitted under Section 8.13(c), shall not exceed $7,500,000 in the manner set forth aggregate for any calendar year, or (iii) such transaction constitutes a disposition of a Hedging Agreement that will not result in clause the violation of Section 7.14, (vf) below in amounts the Credit Parties shall, within the Application Period, apply (or cause to be applied) an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any of such Asset Disposition to (other than any Asset Disposition permitted pursuant to, i) make Eligible Reinvestments or (ii) prepay the Loans (and cash collateralize LOC Obligations) in accordance with, clauses (a) through (ewith the terms of Section 3.3(b)(ii)(A) and clause (g) of Section 9.5) to such Asset Disposition is permitted under the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal YearSenior Subordinated Note Indenture. Such prepayments shall be made within three Business Days after the date of receipt Pending final application of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatDisposition, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Consolidated Parties may apply such Net Cash Proceeds are committed to be reinvested pursuant temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a legally binding agreement in sale or other disposition of assets used or useful in the business sale of the Borrower and its Restricted Subsidiaries within twelve months after receipt Capital Stock of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Administrative Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as the Administrative Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments 92 or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than Party from all of its obligations, if any, under the Specified LeverageCredit Documents.

Asset Dispositions. (a) The Borrower shall Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, make mandatory principal prepayments any Asset Disposition unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of the Term Loans in the manner set forth in clause (v) below in amounts such Asset Disposition at least equal to the Asset Sale Prepayment Percentage fair market value (including as to the value of all non-cash consideration) of the aggregate Net Cash Proceeds from any shares and assets subject to such Asset Disposition Disposition, as determined by the Board of Directors of the Company in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary, as the case may be, consists of (A) cash or Permitted Short-Term Investments or (B) the assumption of Debt (other than any Subordinated Obligations) of the Company or such Restricted Subsidiary and the release of the Company and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) if (A) no Event of Default has occurred and is then continuing and if (x) the Aggregate Asset Disposition permitted pursuant toProceeds then exceed the greater of $25 million or 33% of the Consolidated EDITDA for the most recently ended period of four fiscal quarters or (y) the asset being disposed of is a Core Asset or (B) an Event of Default has occurred and is then continuing, all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition: (A) FIRST, to the repayment of Debt then outstanding under any Bank Credit Agreement and a corresponding permanent reduction in accordance withthe commitments thereunder, clauses if any; and (aB) through SECOND, to the extent that the Net Available Proceeds exceed the amount of Debt then outstanding under the Bank Credit Agreements, to a permanent reduction in the commitments thereunder, if any, by an amount equal to such excess Net Available Proceeds; and (eC) THIRD, if the commitments under all Bank Credit Agreements have been reduced to zero and clause (g) to the extent that the remaining Net Available Proceeds exceed $2.5 million to make an Offer to Purchase outstanding Notes at 100% of Section 9.5) their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of the Company or a Restricted Subsidiary that ranks PARI PASSU with the Notes at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. To the extent that the aggregate amount of Notes tendered pursuant to an Offer to Purchase pursuant to this Section 4.7 exceeds the amount of remaining Net Available Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent any Net Available Proceeds remain after such Net Cash Proceeds uses, the Company and the Restricted Subsidiaries may use such amounts for any purposes not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments prohibited by this Indenture. (b) The Company shall be made within three Business Days after comply, to the date extent applicable, with the requirements of receipt Section 14(e) of the Net Cash Proceeds Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.7. To the extent that the provisions of any such Asset Disposition by such Credit Party securities laws or any regulations conflict with provisions of this Section 4.7, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiaries; provided that, (A) no prepayment shall be required obligations under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage4.7 by virtue thereof.

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall make mandatory principal prepayments of prepay the Term Loans in an aggregate amount equal to the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vviii) below in amounts equal to below); provided that (A) the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Asset Dispositions in any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) fiscal year shall not be required to the extent that be so applied until the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds is equal to or greater than $62,500,000 during any Fiscal Year. Such prepayments 1,000,000 for such fiscal year, (B) the Borrower shall be made within three Business Days after the date permitted to reinvest up to $10,000,000 of receipt of the Net Cash Proceeds received from Asset Dispositions in the aggregate in fixed or capital assets so long as (1) no Default or Event of any Default shall have occurred and be continuing at the time of such Asset Disposition by and at the time of such Credit Party or any of its Restricted Subsidiaries; provided thatreinvestment, (A2) no prepayment shall be required under this Section 4.4(b)(ii) before or promptly after such Asset Disposition, the Borrower delivers to the extent Administrative Agent a certificate stating that such Net Cash Proceeds are committed to will be reinvested pursuant to a legally binding agreement in assets used or useful in accordance with the business terms of this Section 2.8(b)(iii) and (3) such reinvestments occurs within 365 days of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds Proceeds, and are thereafter actually reinvested in assets used or useful in the business of (C) with respect to any Permitted Real Estate Sale, the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such shall not be required to prepay Loans with the Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within from such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) Permitted Real Estate Sale to the extent such Net Cash Proceeds are attributable the Loan to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Value Test is satisfied after giving effect to such Asset Disposition) is less than the Specified LeveragePermitted Real Estate Sale.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other No later than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after following the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided thatSubsidiaries of any Net Proceeds of an Asset Disposition pursuant to Section 10.2.8(c) or Section 10.2.8(g) (other than with respect to any ABL Priority Collateral and proceeds thereof, (A) no prepayment which, until the Discharge of ABL Obligations, shall be required under this Section 4.4(b)(ii) governed by the ABL Credit Agreement and the Intercreditor Agreement), Borrower shall prepay the Loans in an aggregate amount equal to the extent that such Net Cash Proceeds; provided, that so long as no Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Proceeds are committed to be reinvested pursuant to a legally binding agreement in long-term productive assets of the general type used in the business of Borrower and its Subsidiaries or US-DOCS\135051485.13 in equity of any Person that owns, or any line of business or division that owns, assets or properties useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case within (x) twelve (12) months after following receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the (y) if Borrower and its Restricted Subsidiaries within six months; provided further that or any portion of such Net Cash Proceeds not committed to be reinvested pursuant to other Obligor enters into a legally binding agreement commitment to reinvest such Net Proceeds within such twelve month period or actually reinvested (12) months following receipt thereof, within such six month period shall be prepaid in accordance with this Section 4.4(b)(iithe later of (A) immediately after the expiration of such twelve or six month period, as applicable (12) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no prepayment longer intended to be or cannot be so reinvested at any time after such reinvestment election, an amount equal to any such Net Proceeds shall be required under applied within five (5) Business Days after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage5.8.1.

Asset Dispositions. The Borrower If the Borrowers or any of their Subsidiaries shall at any time or from time to time: (i) make mandatory principal prepayments a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by a Borrower or a Subsidiary in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year in which such Disposition or Event of Loss has occurred exceeds $62,500,000 during any Fiscal Year. Such prepayments 1,000,000, then (A) the Borrowers’ Agent shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be made received by such Borrower or Subsidiary in respect thereof) and (B) within three (3) Business Days after of the date of receipt by such Borrower or Subsidiary of the Net Cash Proceeds of any such Asset Disposition by or Event of Loss, such Credit Party Borrower shall deliver, or any cause to be delivered, such Net Proceeds to the Agent for distribution to the Banks as a prepayment of its Restricted Subsidiaries; provided thatthe Loans, (A) no which prepayment shall be applied in accordance with subsection 2.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required under this Section 4.4(b)(ii) to the extent that such Borrower reinvests the Net Cash Proceeds are committed to be reinvested pursuant to of such Disposition or Event of Loss, or a legally binding agreement portion thereof, in productive assets of a kind then used or useful usable in the business of such Borrower, within one hundred eighty (180) days after the date such Net Proceeds are received or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall either (i) be delivered to the Agent, for distribution to the Banks, as a prepayment of the Revolving Loans, but not as a permanent reduction of the Revolving Loan Commitment or (ii) be retained by such Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested deposited in assets used or useful in the business a deposit account of the Borrower for which the Agent shall have received a deposit account control agreement, in form and its Restricted Subsidiaries within six months; provided further that any portion of substance reasonably satisfactory to, or previously approved by, the Agent, executed by such Borrower, the Agent and the financial institution at which such deposit account is maintained, and over which deposit account the Agent has “control” under and as defined in the UCC, and such Net Cash Proceeds not committed to be reinvested pursuant to shall remain on deposit therein until such reinvestment or otherwise applied as a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageObligations.

Asset Dispositions. The Borrower shall make mandatory principal prepayments No member of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Consolidated Group will make any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Asset Disposition permitted pursuant to, and in accordance with, clauses than: (a) through the sale, lease or other disposition is to a member of the Consolidated Group; provided that after giving effect to any such sale, lease or other disposition, the aggregate assets of all Exempt Subsidiaries do not exceed thirty-seven and one-half percent (e) and clause (g37.5%) of Section 9.5the consolidated assets of the Consolidated Group; (b) the sale, transfer or disposition is in connection with an asset swap which otherwise constitutes a Permitted Acquisition; (c) the donation, transfer or other disposition of assets by any member of the Consolidated Group (whether real or personal property including cash) to State or local municipalities (or other Governmental Authorities), nonprofit organizations, foundations, charities or similar entities of its choice in an aggregate principal amount (for the extent Consolidated Group) not to exceed $20 million in any fiscal year; and (d) other Asset Dispositions so long as (i) at least seventy five percent (75%) of the consideration paid therefor shall consist of cash and Cash Equivalents, (ii) if the subject transaction is a Sale and Leaseback Transaction, such transaction shall be permitted by Section 8.13, (iii) the aggregate net book value of all assets sold, leased or otherwise disposed of shall not exceed in any fiscal year the sum (x) $150 million (the “Disposition Basket”) plus (y) the unused amount of the Disposition Basket for the immediately two prior fiscal years, it being understood that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during Disposition Basket for any Fiscal Year. Such prepayments fiscal year shall be made within three Business Days fully used in such fiscal year before any unused portion of any Disposition Basket from the preceding two years may be used, (iv) no Default or Event of Default shall exist immediately after giving effect thereto and (v) if the date of receipt net book value of the Net Cash Proceeds assets sold, leased or otherwise disposed of in any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatexceeds $100 million, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in shall have demonstrated compliance with the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated financial covenants hereunder on a Pro Forma Basis (after giving effect to such Asset DispositionDisposition and shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such transaction) is less than in connection therewith. Notwithstanding subclause (i) above, a member of the Specified LeverageConsolidated Group may make an Asset Disposition which otherwise complies with the rest of the requirements contained in this Section 8.5(d) for consideration consisting of loans, advances or extensions of credit to the buyer provided that such consideration consisting of loans, advances or extensions of credit does not exceed $75 million in the aggregate at any one time outstanding. The Administrative Agent will promptly deliver to the Borrower upon request, at the Borrower’s expense, such release documentation (including delivery of applicable stock certificates) as may be reasonably requested to give effect to the release of subject assets from the security interests securing the obligations hereunder in connection with Asset Dispositions permitted hereunder; provided, however, in the case of Asset Dispositions to a Credit Party pursuant to the terms of clause (a) of this Section 8.5, to the extent the Property effected thereby shall constitute Collateral, such Property shall remain, or become, as applicable, subject to the Lien of the Collateral Documents and the applicable Credit Party shall take all action necessary or requested by the Administrative Agent to confirm and maintain the Lien granted to the Administrative Agent on such Property under the Collateral Documents, in the case of Asset Dispositions of the type described in clause (b) of this Section 8.5, to the extent the Property affected thereby shall constitute Collateral the asset received in exchange for such Property shall be made subject to the Lien of the Collateral Documents in accordance with the provisions of Section 7.13 hereof.

Asset Dispositions. The Borrower shall make mandatory principal prepayments If the Net Proceeds relating to any Asset Disposition exceed One Million Dollars ($1,000,000) (it being understood that if the Net Proceeds exceed One Million Dollars ($1,000,000), the entire Net Proceeds and not just the portion in excess of the Term Loans in the manner set forth in clause (vforegoing amount shall be subject to this paragraph) below in amounts equal to the Asset Sale Prepayment Percentage for any single transaction or series of the aggregate related transactions or if such Net Cash Proceeds when aggregated with all other Net Proceeds from any Asset Disposition received during the same Fiscal Year exceed Two Million Five Hundred Thousand Dollars (other than any Asset Disposition permitted pursuant to$2,500,000), and (it being understood that if the Net Proceeds exceed Two Million Five Hundred Thousand Dollars ($2,500,000), the entire Net Proceeds not just the portion in accordance withexcess of the foregoing amount shall be subject to this Subsection), clauses then: (aA) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Revolving Commitments shall be automatically and permanently reduced by such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall Proceeds, such reduction to be made within three Business Days effective on the date five (5) days after the date receipt by Parent or any Subsidiary of such Net Proceeds; and (B) Borrower shall within five (5) days of receipt of such Net Proceeds prepay the Loans in an amount equal to such Net Cash Proceeds or, if no Loans are outstanding and if any Event of Default shall have occurred and be continuing, deposit cash collateral in an account with Agent pursuant to Section 2.7(j) in an amount equal to such Net Proceeds. A prepayment received pursuant to this Section 4.4(b)(ii) shall be accompanied with any amounts due under Section 5.5 as a result of such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatprepayment. Notwithstanding the foregoing, (A) the aggregate amount of the Revolving Commitments shall not be reduced and Parent or a Subsidiary may retain proceeds otherwise required to be delivered in accordance with the foregoing from an Asset Disposition if (1) no prepayment shall Default exists and (2) in the event the Person disposing of the asset in question reasonably expects to reinvest or has already reinvested, pursuant to a plan of which the Asset Disposition was a contemplated part, all of the Net Proceeds of such Asset Disposition in productive assets then used or useable in its business or, in the case of proceeds received due to loss, damage, destruction, or condemnation, to be required used for rebuilding, repairing or replacing assets, in each case committed to such use within ninety (90) days after receipt of such proceeds and (B) an Asset Disposition not permitted by Section 9.8 is not permitted under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business ). For purposes of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment following terms shall be required under this Section 4.4(b)(ii) to have the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.following meanings:

Asset Dispositions. The Borrower shall make mandatory principal prepayments Promptly (but no later than three (3) Business Days) upon receipt by any Credit Party of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds in excess of $200,000, in the aggregate, from any Asset Disposition (other than any Asset Disposition permitted pursuant toasset dispositions of Collateral, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) the Borrowers shall pay to the extent that the aggregate amount Administrative Agent 100% of such Net Cash Proceeds not reinvested so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans as set forth in Section 2.02(b)(vi) below exceeds $62,500,000 during and any Fiscal Year. Such prepayments shall be made within three Business Days after accrued interest thereon and (y) to pay the date applicable Early Termination Fee and (ii) following the occurrence and continuance of receipt an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds realized under an asset disposition described in this Section 2.02(b)(i), at the election of any the Borrowers (pursuant to a notice in writing by the Borrower Representative to the Administrative Agent on or prior to the date on which such Asset Disposition by prepayment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may reinvest all or any portion of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in operating assets or other assets used or useful in the business of the Borrower and its Restricted Subsidiaries Credit Parties, in each case, other than a reinvestment in cash assets, so long as such reinvestment occurs within twelve months 180 days after the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsProceeds; provided further provided, further, however, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period as set forth herein above, shall be prepaid applied to the prepayments of the Obligations as set forth in accordance with this Section 4.4(b)(ii2.02(b)(i) immediately after at the expiration end of such twelve or six month period180 day period and provided further, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) however, that with respect to the extent such any Net Cash Proceeds are attributable to realized under an Asset Disposition asset disposition described in this Section 2.02(b)(i) as a result of a Foreign Subsidiary so long Wind-Down Event, the requirements of this Section 2.02(b)(i) shall only apply to that portion of the aggregate Net Cash Proceeds from all such asset dispositions in excess of (i) $2,200,000 or (ii) such lesser amount as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect has actually been contributed to such Asset Disposition) is less than the Specified Leveragei4c pursuant to Section 7.01(c)(ii).$2,200,000.

Asset Dispositions. The Borrower shall make mandatory principal prepayments If the Net Proceeds relating to any Asset Disposition exceed Two Hundred Fifty Thousand Dollars ($250,000) (it being understood that if the Net Proceeds exceed Two Hundred Fifty Thousand Dollars ($250,000), the entire Net Proceeds and not just the portion in excess of the Term Loans in the manner set forth in clause (vforegoing amount shall be subject to this subsection) below in amounts equal to the Asset Sale Prepayment Percentage for any single transaction or series of the aggregate related transactions or if such Net Cash Proceeds when aggregated with all other Net Proceeds from any Asset Disposition received during the same Fiscal Year exceed Seven Hundred Fifty Thousand Dollars (other than any Asset Disposition permitted pursuant to$750,000), and (it being understood that if the Net Proceeds exceed Seven Hundred Fifty Thousand Dollars ($750,000), the entire Net Proceeds not just the portion in accordance withexcess of the foregoing amount shall be subject to this Subsection), clauses then: (aA) through (e) and clause (g) of Section 9.5) to if the extent that Revolving Commitments are still in effect, then the aggregate amount of the Revolving Commitments shall be automatically and permanently reduced by such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall Proceeds, such reduction to be made within three Business Days effective on the date five (5) days after the date receipt by Parent or any Subsidiary of such Net Proceeds; and (B) Borrower shall within five (5) days of receipt of such Net Proceeds prepay the Loans in an amount equal to such Net Cash Proceeds or, if no Loans are outstanding and if any Event of Default shall have occurred and be continuing, deposit cash collateral in an account with Agent pursuant to Section 2.7(j) in an amount equal to such Net Proceeds. A prepayment received pursuant to this Section 5.4(b)(ii) after the Revolving Termination Date shall be applied to the installments due under Section 2.3 in the inverse order of maturity and shall be accompanied with any amounts due under Section 6.5 as a result of such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatprepayment. Notwithstanding the foregoing, (A) no prepayment the aggregate amount of the Revolving Commitments shall not be reduced and Parent or a Subsidiary may retain proceeds otherwise required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested delivered in accordance with the foregoing from an Asset Disposition if (1) no Default exists and (2) in the event the Person disposing of the asset in question reasonably expects to reinvest or has already reinvested, pursuant to a legally binding agreement plan of which the Asset Disposition was a contemplated part, all of the Net Proceeds of such Asset Disposition in productive assets then used or useful useable in its business or, in the business case of the Borrower and its Restricted Subsidiaries proceeds received due to loss, damage, destruction, or condemnation, to be used for rebuilding, repairing or replacing assets, in each case committed to such use within twelve months ninety (90) days after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable proceeds and (B) no prepayment shall be required an Asset Disposition not permitted by Section 10.8 is not permitted under this Section 4.4(b)(ii5.4(b)(ii). For purposes of this subsection 5.4(b) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as following terms shall have the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.following meanings:

Asset Dispositions. The If a Borrower or any Guarantor shall at any time or from time to time: (i) make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset a Disposition (other than any Asset a Disposition permitted pursuant to, and in accordance withwith subsections 5.2(k), clauses (a) through (e5.2(m), 5.2(n) and clause 5.2(o) hereof); or (gii) suffer an Event of Section 9.5) to the extent that Loss; and, in each case, the aggregate amount of the Net Proceeds received by such Borrower or Guarantor in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds the US Dollar Equivalent of $2,500,000, then (A) the Borrower Representative shall promptly notify the Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by such Borrower or Guarantor in respect thereof) and (B) promptly upon receipt by such Borrower or Guarantor of the Net Proceeds of such Disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such Net Cash Proceeds not reinvested to the Agent for distribution to the Lenders as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments a prepayment of the Loans owing by the Borrowers, which prepayment in either case shall be made applied in accordance with subsection 1.8(e) hereof; provided that, the Borrowers shall not be required to prepay the Loans with Net Proceeds constituting Excess Asset Sale Proceeds, which, for the avoidance of doubt, may be retained and used by the Borrowers in their sole discretion. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Borrower or a Subsidiary reinvests or enters into any binding commitment that would effect such a reinvestment of the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such Guarantor, within three Business Days one hundred eighty (180) days after the date of receipt such Disposition or Event of Loss and in the case of a binding commitment, such funds are reinvested within ninety (90) days after the date such binding commitment is entered into. Pending such reinvestment, the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) delivered to the Agent, for distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to of Swing Loans outstanding), but not as a legally binding agreement in assets used or useful in the business permanent reduction of the Borrower Swingline Commitment) and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in to the business Revolving Lenders, as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and Revolving Loans (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of Revolving Loans then outstanding), but not as a Foreign Subsidiary so long as permanent reduction of the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageRevolving Loan Commitment.

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Excluded Asset Disposition permitted pursuant to, and in accordance with, clauses Dispositions unless (a) through the consideration paid in connection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed $5,000,000, (e) no Default or Event of Default shall have occurred and clause be continuing or would occur as a consequence thereof, (f) if the aggregate net book value of all of the assets sold or otherwise disposed of in such transaction exceeds $500,000, then the Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition no later than 30 days prior to such Asset Disposition, in each case briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Asset Disposition and (g) within the period of Section 9.5) to 60 days following the extent that the aggregate amount consummation of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during Asset Disposition (with respect to any Fiscal Year. Such prepayments such Asset Disposition, the "Application Period"), the Borrower shall apply (or cause to be made within three Business Days after the date of receipt of applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Revolving Loans in accordance with the terms of Section 3.3(b)(ii). Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Subsidiary so long as from all of its obligations, if any, under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other No later than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after following the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided thatSubsidiaries of any Net Proceeds of an Asset Disposition pursuant to Section 10.2.8(c) or Section 10.2.8(g) (other than with respect to any ABL Priority Collateral and proceeds thereof, (A) no prepayment which, until the Discharge of ABL Obligations, shall be required under this Section 4.4(b)(ii) governed by the ABL Credit Agreement and the Intercreditor Agreement), Borrower shall prepay the Loans in an aggregate amount equal to the extent that such Net Cash Proceeds; provided, that so long as no Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Proceeds are committed to be reinvested pursuant to a legally binding agreement in long-term productive assets of the general type used in the business of Borrower and its Subsidiaries or in equity of any Person that owns, or any line of business or division that owns, assets or properties useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case within (x) twelve (12) months after following receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the (y) if Borrower and its Restricted Subsidiaries within six months; provided further that or any portion of such Net Cash Proceeds not committed to be reinvested pursuant to other Obligor enters into a legally binding agreement commitment to reinvest such Net Proceeds within such twelve month period or actually reinvested (12) months following receipt thereof, within such six month period shall be prepaid in accordance with this Section 4.4(b)(iithe later of (A) immediately after the expiration of such twelve or six month period, as applicable (12) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no prepayment longer intended to be or cannot be so reinvested at any time after such reinvestment election, an amount equal to any such Net Proceeds shall be required under applied within five (5) Business Days after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage5.8.1.

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Excluded Asset Disposition permitted pursuant to, and in accordance with, clauses Dispositions unless (a) through the consideration paid in connection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed $2,500,000, (e) and clause (g) if the book value of Section 9.5) the assets disposed of pursuant to such Asset Disposition exceeds $1,000,000, the Borrower shall have delivered to the extent that Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist hereunder, and (f) no later than 15 days prior to such Asset Disposition, the Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate amount of such consideration and the Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during to be received for such assets in connection with such Asset Disposition, and thereafter the Borrower shall, within the period of 30 days following the consummation of such Asset Disposition (with respect to any Fiscal Year. Such prepayments shall such Asset Disposition, the "APPLICATION PERIOD"), apply (or cause to be made within three Business Days after the date of receipt of applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Loans in accordance with the terms of Section 3.3(b)(iii). Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Subsidiary so long as from all of its obligations, if any, under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the prepay outstanding Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year10.5). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such any Credit Party or any of its Restricted Subsidiaries; provided that, that (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii5.4(c)(iii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used (or, if such Credit Party or useful in the business such Restricted Subsidiary has contractually committed within twelve (12) months after receipt of the Borrower and its such Net Cash Proceeds to so reinvest such Net Cash Proceeds, then within eighteen (18) months after receipt of such Net Cash Proceeds) by such Credit Party or such Restricted Subsidiaries within six months; provided further Subsidiary (it being agreed that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six twelve (12) month period (or, if applicable, eighteen (18) month period) shall be prepaid in accordance with this Section 4.4(b)(ii5.4(c)(iii) immediately after on or before the expiration last day of such twelve or six (12) month period (or, if applicable, eighteen (18) month period, as applicable )) and (B) no such prepayment shall be required under this Section 4.4(b)(ii) in respect of Net Cash Proceeds attributable to ABL Priority Collateral to the extent the Borrower applies such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as prepay Indebtedness under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageABL Facility.

Asset Dispositions. The If the Borrower shall make mandatory principal prepayments or any of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition its Subsidiaries (other than the China Subsidiary) shall at any Asset Disposition permitted pursuant to, time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Borrower and its Subsidiaries (other than the China Subsidiary) in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss exceeds (1) $62,500,000 500,000 during any Fiscal Year. Such prepayments fiscal year of the Borrower or (2) $2,000,000 during the term of this Agreement, then (A) the Borrower shall promptly notify the Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be made within three Business Days after received by the date Borrower and/or any of its Subsidiaries in respect thereof) and (B) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of any such Asset Disposition by or Event of Loss, the Borrower or such Credit Party or any Subsidiary shall deliver such Net Proceeds to the Agent for distribution to the Lenders as a prepayment of its Restricted Subsidiaries; provided thatthe Loans, (A) no which prepayment shall be applied in accordance with subsection 1.8(f) hereof. Notwithstanding the foregoing, and provided no Event of Default shall have occurred and be continuing, such prepayment shall not be required under this Section 4.4(b)(ii) to the extent that the Borrower (I) notifies the Agent in writing of its election to (x) reinvest the Net Proceeds of such Net Cash Proceeds are committed to be reinvested pursuant to Disposition or Event of Loss or a legally binding agreement portion thereof, in productive assets of a kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries or such Subsidiary, within twelve months one hundred eighty (180) days after receipt the date of such Disposition or Event of Loss or (y) enter into a binding commitment thereof within said one hundred eighty (180) day period, and (II) the Borrower, in fact, (x) so reinvests such Net Cash Proceeds, or such portion thereof, within said one hundred eighty(180) day period or (y) enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds and are thereafter actually reinvested in assets used or useful in shall be delivered to the business Agent, for distribution to the Lender, as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any Revolving Loans, but not as a permanent reduction of the Revolving Loan Commitment. Any portion of such Net Cash Proceeds not committed to be reinvested pursuant to as provided herein shall applied as a legally binding agreement within such twelve month period or actually reinvested within such six month period prepayment of the Loans, which prepayment shall be prepaid applied in accordance with this Section 4.4(b)(iisubsection 1.8(f) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragehereof.

Asset Dispositions. The Borrower shall make mandatory principal prepayments Promptly (but no later than three (3) Business Days) upon receipt by any Credit Party of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds in excess of $200,000, in the aggregate, from any Asset Disposition (other than any Asset Disposition permitted pursuant toasset dispositions of Collateral, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) the Borrowers shall pay to the extent that the aggregate amount Administrative Agent 100% of such Net Cash Proceeds not reinvested so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans as set forth in Section 2.02(b)(vi) below exceeds $62,500,000 during and any Fiscal Year. Such prepayments shall be made within three Business Days after accrued interest thereon and (y) to pay the date applicable Early Termination Fee and (ii) following the occurrence and continuance of receipt an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds realized under an asset disposition described in this Section 2.02(b)(i), at the election of any the Borrowers (pursuant to a notice in writing by the Borrower Representative to the Administrative Agent on or prior to the date on which such Asset Disposition by prepayment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may reinvest all or any portion of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in operating assets or other assets used or useful in the business of the Borrower and its Restricted Subsidiaries Credit Parties, in each case, other than a reinvestment in cash assets, so long as such reinvestment occurs within twelve months 180 days after the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsProceeds; provided further provided, further, however, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period as set forth herein above, shall be prepaid applied to the prepayments of the Obligations as set forth in accordance with this Section 4.4(b)(ii2.02(b)(i) immediately after at the expiration end of such twelve or six month period180 day period and provided further, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) however, that with respect to the extent such any Net Cash Proceeds are attributable to realized under an Asset Disposition asset disposition described in this Section 2.02(b)(i) as a result of a Foreign Subsidiary so long Wind-Down Event, the requirements of this Section 2.02(b)(i) shall only apply to that portion of the aggregate Net Cash Proceeds from all such asset dispositions in excess of (i) $2,200,000 or (ii) such lesser amount as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect has actually been contributed to such Asset Disposition) is less than the Specified Leveragei4c pursuant to Section 7.01(c)(ii).

Asset Dispositions. The Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower's Mineral Interests, (b) the disposition, in the ordinary course of Borrower's business, of equipment and related items that are obsolete or no longer useful in Borrower's business, and provided no Default, Event of Default or Borrowing Base Deficiency exists or would result therefrom, the sale, lease, transfer, abandonment, exchange, reassignment or other disposition of other assets; provided, that (i) Borrower shall make mandatory principal prepayments provide Administrative Agent with not less than ten (10) Domestic Business Days notice of such sale, lease, transfer, abandonment, exchange, reassignment or other disposition pursuant to this clause (c), and (ii) the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests as proposed by Administrative Agent and approved by (x) Required Banks and Required Lenders (as such term is defined in the Senior Term Credit Agreement) in the event any portion of the Senior Term Loans Debt is then outstanding, and (y) Required Banks in the manner set forth event the Senior Term Debt has been paid in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant tofull, and in accordance the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred, abandoned, exchanged, reassigned or otherwise disposed of pursuant to this clause (c) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base then in effect (for purposes of this clause (c) the Closing Date will be deemed to be a Scheduled Redetermination); provided, further that no sale, lease, transfer, abandonment, exchange, reassignment or other disposition of any Borrowing Base Property shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such sale, lease, transfer, abandonment, exchange, reassignment or other disposition are made concurrently with the closing thereof. In no event will Borrower or any other Credit Party sell, transfer or dispose of any Equity in any Restricted Subsidiary nor will any Credit Party issue or sell any Equity or any option, warrant or other right to acquire such Equity or security convertible into such Equity to any Person other than the Credit Party which is the direct parent of such issuer on the Closing Date or, in the case of future created or acquired Restricted Subsidiaries, any such issuance of Equity on the date of, and in connection with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount creation or acquisition of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageSubsidiary.

Asset Dispositions. The Borrower shall make mandatory principal prepayments Subject to the terms of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Intercreditor Agreement, if any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Loan Party or any of its Restricted SubsidiariesSubsidiaries Disposes of, or suffers an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (b)(i), (c), (e), (f), (g), (h), (i), (j), (k) or (l)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss in excess of $1,000,000 and, together with all other Dispositions and Events of Loss occurring during the Fiscal Year in excess of $2,000,000, Borrowers shall prepay an aggregate principal amount of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided thatthat so long as no Event of Default shall have occurred and be continuing (or, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent the only Event of Default that has occurred and is continuing is an Event of Default arising under Section 8.01(a), so long as the Borrowers have paid in full the unpaid amount giving rise to such Event of Default with such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in (such payment, the business “Monetary Default Payment”)), the recipient of the Borrower and its Restricted Subsidiaries within twelve months after receipt of any such Net Cash Proceeds and are thereafter actually reinvested realized in assets used a Disposition or useful Event of Loss described in this Section 2.06(b)(ii) may (x) reinvest the business amount of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period(or, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable were used to an Asset Disposition pay the Monetary Default Payment, the remaining amount of such Net Cash Proceeds) within three hundred sixty-five (365) days of the receipt thereof, in replacement assets of a Foreign Subsidiary so long as kind then used or usable in the Consolidated Total Leverage Ratio calculated on business of such recipient or (y) enter into a Pro Forma Basis binding commitment thereof within said three hundred sixty-five (365) day period and actually reinvests such Net Cash Proceeds within one hundred eighty (180) days after giving effect the last day of said three hundred sixty-five (365) day period; provided that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, Borrowers shall prepay the Loans in an amount equal to such Asset Disposition) is less than Net Cash Proceeds (to the Specified Leverageextent not reinvested or intended to be reinvested within such time period).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from If any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Loan Party or any of its Restricted SubsidiariesSubsidiaries Disposes of, or suffers an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (b)(i), (c), (e), (f), (g), (h), (i), (j), (k) or (l)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss in excess of $1,000,000 and, together with all other Dispositions and Events of Loss occurring during the Fiscal Year in excess of $2,000,000, Borrowers shall prepay an aggregate principal amount of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided thatthat so long as no Event of Default shall have occurred and be continuing (or, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent the only Event of Default that has occurred and is continuing is an Event of Default arising under Section 8.01(a), so long as the Borrowers have paid in full the unpaid amount giving rise to such Event of Default with such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in (such payment, the business “Monetary Default Payment”)), the recipient of the Borrower and its Restricted Subsidiaries within twelve months after receipt of any such Net Cash Proceeds and are thereafter actually reinvested realized in assets used a Disposition or useful Event of Loss described in this Section 2.06(b)(ii) may (x) reinvest the business amount of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period(or, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable were used to an Asset Disposition pay the Monetary Default Payment, the remaining amount of such Net Cash Proceeds) within three hundred sixty-five (365) days of the receipt thereof, in replacement assets of a Foreign Subsidiary so long as kind then used or usable in the Consolidated Total Leverage Ratio calculated on business of such recipient or (y) enter into a Pro Forma Basis binding commitment thereof within said three hundred sixty-five (365) day period and actually reinvests such Net Cash Proceeds within one hundred eighty (180) days after giving effect the last day of said three hundred sixty-five (365) day period; provided that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, Borrowers shall prepay the Loans in an amount equal to such Asset Disposition) is less than Net Cash Proceeds (to the Specified Leverageextent not reinvested or intended to be reinvested within such time period).

Asset Dispositions. The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than: (a) an Excluded Asset Disposition; (b) the sale of Capital Stock of Operating Affiliates in connection with the syndication thereof so long as (i) at least 100% of the consideration paid in connection therewith shall be cash or Cash Equivalents, (ii) the consideration received in connection therewith shall not be less than the fair market value of the Capital Stock disposed in such transaction and (iii) the Credit Parties shall immediately apply (or cause to be applied) an amount equal to the Net Cash Proceeds (or the After-Tax Gain, as applicable) of such Asset Disposition to prepay the Loans (and cash collateralize LOC Obligations) in accordance with the terms of Section 3.3(b)(iii)(A), and (c) other Asset Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents and shall be in an amount not less than the fair market value of the Property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (v) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions pursuant to this clause (c) after the Closing Date shall not exceed $1,000,000, (vi) no later than five (5) Business Days prior to such Asset Disposition, the Borrower shall make mandatory principal prepayments of have delivered to the Term Loans Agent (A) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a pro forma basis to such transaction, the Credit Parties would be in compliance with the manner financial covenants set forth in clause Section 7.10(a)-(c) and (vB) below a certificate of an Executive Officer of the Borrower specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in amounts connection with such Asset Disposition and (vii) the Credit Parties shall, within the Application Period, apply (or cause to be applied) an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any of such Asset Disposition to (other than any Asset Disposition permitted pursuant to, A) make Eligible Reinvestments or (B) prepay the Loans (and cash collateralize LOC Obligations) in accordance with, clauses (a) through (e) and clause (g) with the terms of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year3.3(b)(iii)(B). Such prepayments shall be made within three Business Days after the date of receipt Pending final application of the Net Cash Proceeds of any Asset Disposition, the Consolidated Parties may apply such Asset Disposition Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such Credit Party documentation as is reasonably necessary to evidence the release of the Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (if as a result of any such sale of its Restricted Subsidiaries; provided thatCapital Stock of a Consolidated Party, (A) such Consolidated Party is no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to longer a legally binding agreement in assets used direct or useful in the business indirect Subsidiary of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment the Borrower shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is own less than 66% of the Specified LeverageCapital Stock of such Consolidated Party, with the consent of the Agent, in its sole discretion) the release of such Person from all of its obligations, if any, under the Credit Documents.

Asset Dispositions. The Borrower If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make mandatory principal prepayments a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with (x) such Net Cash Proceeds not reinvested as set forth below Disposition exceeds $62,500,000 500,000 or such Disposition and all other Dispositions occurring during any the Fiscal Year. Such prepayments Year exceeds $1,000,000 or (y) such Event of Loss exceeds $500,000 or such Event of Loss and all other Events of Loss occurring during the Fiscal Year exceeds $1,000,000, then (A) the Borrower shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered an amount equal to, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be made applied in accordance with subsection 1.9(g) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests an amount equal to the Net Proceeds of such Disposition or Event of Loss in assets (other than Inventory) of a kind then used or usable in the business of a Credit Party or such Subsidiary, within three Business Days two hundred seventy (270) days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to or enters into a legally binding agreement in assets used or useful in commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within three hundred sixty (360) days after the business date of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds Proceeds; provided, that the Borrower notifies Agent of such Credit Party’s or such Subsidiary’s intent to reinvest and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Cash Proceeds not committed to shall be reinvested deposited, and shall remain on deposit, in a deposit account in respect of which there exists a Control Agreement between Agent and the bank or other financial institution pursuant to which Agent has a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageperfected security interest.

Asset Dispositions. The If, after all Operating Company Obligations have been paid in full and all Operating Commitments have terminated, the Borrower or any of its Subsidiaries shall make mandatory principal prepayments at any time, or from time to time: (i) consummate a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by Borrower and its Subsidiaries in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds $62,500,000 during any Fiscal Year. Such prepayments 250,000, then (A) the Borrower shall be made within three Business Days after promptly notify the date Agent of receipt such Disposition or Event of Loss (including the amount of the Net Cash Proceeds of any such Asset Disposition to be received by such Credit Party or the Borrower and/or any of its Restricted Subsidiaries; provided thatSubsidiaries in respect thereof) and (B) promptly upon receipt by the Borrower and/or any of its Subsidiaries of the Net Proceeds of such Disposition or Event of Loss, (A) no to the extent such Net Proceeds are not required to be used to make any payments under the Senior Subordinated Notes Indenture, the Borrower shall deliver such Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required under this Section 4.4(b)(ii) to the extent that the Borrower (I) notifies the Agent in writing of its election to (x) reinvest the Net Proceeds of such Net Cash Proceeds are committed to be reinvested pursuant to Disposition or Event of Loss, or a legally binding agreement portion thereof, in productive assets of a kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries within twelve months one hundred eighty (180) days after receipt the date of such Disposition or Event of Loss or (y) enter into a binding commitment thereof within said one hundred eighty (180) day period, and (II) the Borrower, in fact, (x) so reinvests such Net Cash Proceeds, or such portion thereof, within said one hundred eighty (180) day period or (y) enters into a binding commitment thereof and subsequently makes such reinvestment. Any portion of Net Proceeds and are thereafter actually not reinvested in assets used or useful in the business as provided herein shall applied as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period Loans, which prepayment shall be prepaid applied in accordance with this Section 4.4(b)(iisubsection 1.8(f) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragehereof.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from will not, nor will Borrower permit any Asset Disposition (other than any Asset Disposition permitted pursuant Credit Party to, and in accordance withsell, clauses lease, transfer, abandon or otherwise dispose of any asset other than: (a) through the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests; (eb) and the sale, lease, transfer, abandonment, exchange or other disposition of other assets; provided, that, no sale, lease, transfer, abandonment, exchange or other disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (gb) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of Section 9.5the Borrowing Base then in effect shall be permitted pursuant to this clause (b); and (c) the sale of the Specified Assets and Piper pursuant to the Wapiti Sale; provided, that, such sale shall only be permitted under this clause (c) to the extent that the aggregate amount following conditions are each satisfied: (i) the initial closing of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments the Wapiti Sale is consummated on or prior to August 16, 2010; (ii) 100% of the consideration received in respect of the Wapiti Sale shall be made within three Business Days after in immediately available cash; (iii) all Net Proceeds received by any Credit Party in connection with the date of Wapiti Sale are applied immediately upon receipt as a prepayment of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business Obligations consisting of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business outstanding balance of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Revolving Loan in accordance with this Section 4.4(b)(ii2.6(d) immediately after the expiration of such twelve or six month periodhereof, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to the prepayment made upon consummation of the initial closing of the Wapiti Sale the outstanding balance of the Revolving Loan shall not exceed $25,000,000; (iv) the Wapiti Sale Agreement, together with any exhibits and disclosure schedules delivered pursuant thereto and all other material agreements relating to the Wapiti Sale, shall be substantially consistent with the terms and conditions set forth in the term sheet attached as “Exhibit B” to the Fourth Amendment; (v) Administrative Agent shall have received true and complete copies of (1) the executed Wapiti Sale Agreement together with all exhibits and schedules thereto at least two (2) Business Days prior to the date on which the initial closing of the Wapiti Sale is consummated and (2) each other material agreement relating to the Wapiti Sale within a reasonable period of time prior to the applicable closing date in order for Administrative Agent to review such Asset Dispositionagreements, in each case which agreements shall be certified by Borrower as being true, correct and complete; (vi) the Wapiti Sale is less consummated in accordance with the terms of the Wapiti Sale Agreement; (vii) Piper does not own any assets other than the Specified LeverageMineral Interests identified on Part II of “Exhibit A” to the Fourth Amendment and certain tangible and intangible personal property related to such Mineral Interests; (viii) no Default or Event of Default exists immediately prior to or after giving effect to the consummation of each closing of the Wapiti Sale; (ix) the Borrowing Base and Conforming Borrowing Base are automatically reduced to $35,000,000 pursuant to the redetermination set forth in Section 3 of the Fourth Amendment; and (x) no Borrowing Base Deficiency exists immediately prior to the consummation of each closing of the Wapiti Sale or after giving effect thereto, the mandatory prepayment required by Section 2.6(d) hereof and the automatic reduction of the Borrowing Base and Conforming Borrowing Base to $35,000,000 pursuant to the redetermination set forth in Section 3 of the Fourth Amendment. Except for the sale of Piper pursuant the terms of Section 9.5(c) above, in no event will Borrower sell, transfer or dispose of any Equity in any Restricted Subsidiary nor will any Credit Party (other than Borrower) issue or sell any Equity or any option, warrant or other right to acquire such Equity or security convertible into such Equity to any Person other than a Credit Party which is directly or indirectly wholly-owned by a Credit Party. For the avoidance of doubt, Borrower shall not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of the Midway Loop Assets or the Xxxxxx Assets without the prior written consent of the Majority Banks (other than a sale of such assets pursuant to the Wapiti Sale and in accordance with the terms of Section 9.5(c) above).

Asset Dispositions. The Borrower shall make mandatory principal prepayments Borrowers and the Guarantors will not permit any member of the Term Loans in the manner set forth in clause (v) below in amounts equal Consolidated Group to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from make any Asset Disposition (other than including, without limitation, any Asset Disposition permitted pursuant toSale and Leaseback Transaction), and in accordance with, clauses unless: (a) through the sale, lease, or other disposition is to a Borrower; (b) the sale, lease or other disposition is by a Credit Party other than a Borrower, to a Credit Party; (c) such Asset Disposition is in connection with the closing of retail store locations of a Borrower in the ordinary course of business; provided that the Borrowers will not close more than fifty (50) retail store locations in any twelve (12) consecutive Fiscal Periods; (d) such Asset Disposition is the result of theft, loss, physical destruction, or damage, taking or similar event with respect to the assets subject to such Asset Disposition and the proceeds from insurance resulting from such Asset Disposition are used to repair, replace, or reinvest in the same or similar assets; (e) and clause in all other cases, (gi) of Section 9.5) to no accounts or Installment Contracts will be the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds subject of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatsale, (Aii) any Eligible Inventory sold in connection with any such sale shall be sold for cash at least equal to an amount equal to such Eligible Inventory multiplied by the applicable advance rate for Eligible Inventory as specified in clause (b) of the definition of Borrowing Base, (iii) at least seventy-five percent (75.0%) of the consideration paid therefor shall consist of cash and Cash Equivalents, (iv) if the subject transaction involves Capital Stock of a Subsidiary of a Borrower, the subject transaction is of a controlling interest in such Subsidiary, (v) the aggregate net book value of all assets sold, leased, or otherwise disposed of shall not exceed $5,000,000 in any Fiscal Year of the Friedman's, (vi) no prepayment Default or Event of Default shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months exist immediatexx after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month periodgiving effect thereto, as applicable and (Bvii) no prepayment the Borrowers shall be required under this have demonstrated compliance with the financial covenants in Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated 6.11 on a Pro Forma Basis after giving effect to the disposition and shall have delivered to the Agent a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such Asset Dispositiontransaction) is less than in connection therewith; or (f) the Specified Leverageassets sold consist of Installment Contracts which have been written-off in accordance with the applicable Borrower's credit policies and which are sold in a transaction consistent with such Borrower's customary business practices. With respect to any assets subject to a disposition permitted by this Section 7.5, at the Borrowers' expense, the Agent will promptly deliver to the Borrowers upon request such release documentation (including delivery of applicable stock certificates) as may be reasonably requested to give effect to the release of such assets from the security interests securing the Borrowers' obligations hereunder.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other No later than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after following the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided thatSubsidiaries of any Net Proceeds of an Asset Disposition pursuant to Section 10.2.8(c) or Section 10.2.8(g) (other than with respect to any ABL Priority Collateral and proceeds thereof, (A) no prepayment which, until the Discharge of ABL Obligations, shall be required under this Section 4.4(b)(ii) governed by the ABL Credit Agreement and the Intercreditor Agreement), Borrower shall prepay the Loans in an aggregate amount equal to the extent that such Net Cash Proceeds; provided, that so long as no Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Proceeds are committed to be reinvested pursuant to a legally binding agreement in longterm productive assets of the general type used in the business of Borrower and its Subsidiaries or in equity of any Person that owns, or any line of business or division that owns, assets or properties useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case within (x) twelve (12) months after following receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the (y) if Borrower and its Restricted Subsidiaries within six months; provided further that or any portion of such Net Cash Proceeds not committed to be reinvested pursuant to other Obligor enters into a legally binding agreement commitment to reinvest such Net Proceeds within such twelve month period or actually reinvested (12) months following receipt thereof, within such six month period shall be prepaid in accordance with this Section 4.4(b)(iithe later of (A) immediately after the expiration of such twelve or six month period, as applicable (12) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no prepayment longer intended to be or cannot be so reinvested at any time after such reinvestment election, an amount equal to any such Net Proceeds shall be required under applied within five (5) Business Days after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage5.8.1.

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall make mandatory principal prepayments prepay the Loans in an aggregate amount equal to 100% of the Term Loans in the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vvii) below in amounts equal to below); provided that (A) the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments Borrower shall be made within three Business Days after the date of receipt of permitted to reinvest the Net Cash Proceeds received from Asset Dispositions in fixed or capital assets so long as (1) no Default or Event of any Default shall have occurred and be continuing at the time of such Asset Disposition by and at the time of such Credit Party or any of its Restricted Subsidiaries; provided thatreinvestment, (A2) no prepayment shall be required under this Section 4.4(b)(ii) before or promptly after such Asset Disposition, the Borrower delivers to the extent Administrative Agent a certificate stating that such Net Cash Proceeds are committed to will be reinvested pursuant to a legally binding agreement in assets used or useful in accordance with the business terms of this Section 2.5(b)(iii), (3) such reinvestments occur within 270 days of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of (4) such Net Cash Proceeds not committed shall be delivered to the Administrative Agent to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid held in escrow until the earlier of (I) reinvestment in accordance with the terms of this Section 4.4(b)(ii2.5(b)(iii) immediately after and (II) the expiration occurrence of such twelve or six month period, an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as applicable set forth herein and (B) no prepayment with respect to any Specified Sales and any individual, or series of related, Assets Dispositions that do not generate $250,000 of Net Cash Proceeds, the Borrower shall not be required under this Section 4.4(b)(ii) to the extent deliver such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect Administrative Agent to be held in escrow for the Lenders nor to prepay Loans with the Net Cash Proceeds from such Specified Sale or Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments Promptly (but no later than three (3) Business Days) upon receipt by any Credit Party of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds in excess of $200,000, in the aggregate, from any Asset Disposition (other than any Asset Disposition permitted pursuant toasset dispositions of Collateral, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) the Borrowers shall pay to the extent that the aggregate amount Administrative Agent 100% of such Net Cash Proceeds not reinvested so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans as set forth in Section 2.02(b)(vi) below exceeds $62,500,000 during and any Fiscal Year. Such prepayments shall be made within three Business Days after accrued interest thereon and (y) to pay the date applicable Early Termination Fee and (ii) following the occurrence and continuance of receipt an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds realized under an asset disposition described in this Section 2.02(b)(i), at the election of any the Borrowers (pursuant to a notice in writing by the Borrower Representative to the Administrative Agent on or prior to the date on which such Asset Disposition by prepayment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may reinvest all or any portion of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in operating assets or other assets used or useful in the business of the Borrower and its Restricted Subsidiaries Credit Parties, in each case, other than a reinvestment in cash assets, so long as such reinvestment occurs within twelve months 180 days after the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsProceeds; provided further provided, further, however, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period as set forth herein above, shall be prepaid applied to the prepayments of the Obligations as set forth in accordance with this Section 4.4(b)(ii2.02(b)(i) immediately after at the expiration end of such twelve or six month period180 day period and provided further, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) however, that with respect to the extent such any Net Cash Proceeds are attributable to realized under an Asset Disposition asset disposition described in this Section 2.02(b)(i) as a result of a Foreign Subsidiary so long as Wind-Down Event, the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect requirements of this Section 2.02(b)(i) shall only apply to that portion of the aggregate Net Cash Proceeds from all such Asset Disposition) is less than the Specified Leverageasset dispositions in excess of $2,200,000.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from If any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Loan Party or any of its Restricted SubsidiariesSubsidiaries Disposes of, or suffers an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (c) or (d)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year in excess of $250,000, Borrower shall prepay an aggregate principal amount of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided thatthat so long as no Event of Default shall have occurred and be continuing, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that recipient of any such Net Cash Proceeds are committed to be reinvested pursuant to realized in a legally binding agreement Disposition or Event of Loss described in this Section 2.06(b)(ii) may reinvest the amount of any such Net Cash Proceeds within one hundred eighty (180) days of the receipt thereof, in replacement assets of a kind then used or useful usable in the business of such recipient; or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment within ninety (90) days after expiration of such one hundred eighty (180) day period (the “Reinvestment Period”); provided that the Borrower and its Restricted Subsidiaries notifies Administrative Agent of the Borrower’s or such Guarantor’s intent to reinvest within twelve months after receipt of ten (10) Business Days following the time such proceeds are received; provided further that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, the Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds and are thereafter actually (to the extent not reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed intended to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month time period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other No later than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after following the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided thatSubsidiaries of any Net Proceeds of an Asset Disposition pursuant to Section 10.2.8(c) or Section 10.2.8(g) (other than with respect to any ABL Priority Collateral and proceeds thereof, (A) no prepayment which, until the Discharge of ABL Obligations, shall be required under this Section 4.4(b)(ii) governed by the ABL Credit Agreement and the Intercreditor Agreement), Borrower shall prepay the Loans in an aggregate amount equal to the extent that such Net Cash Proceeds; provided, that so long as no Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Proceeds are committed to be reinvested pursuant to a legally binding agreement in long-term productive assets of the general type used in the business of Borrower and its Subsidiaries or in equity of any Person that owns, or any line of business or division that owns, assets or properties useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case within (x) twelve (12) months after following receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the (y) if Borrower and its Restricted Subsidiaries within six months; provided further that or any portion of such Net Cash Proceeds not committed to be reinvested pursuant to other Obligor enters into a legally binding agreement commitment to reinvest such Net Proceeds within such twelve month period or actually reinvested (12) months following receipt thereof, within such six month period shall be prepaid in accordance with this Section 4.4(b)(iithe later of (A) immediately after the expiration of such 114 twelve or six month period, as applicable (12) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no prepayment longer intended to be or cannot be so reinvested at any time after such reinvestment election, an amount equal to any such Net Proceeds shall be required under applied within 115 five (5) Business Days after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage5.8.1.

Asset Dispositions. The If the Borrower or any of its Subsidiaries shall make mandatory principal prepayments at any time or from time to time: (i) consummate a Disposition; or (ii) suffer an Event of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, Loss; and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Net Proceeds received by Borrower and its Subsidiaries in connection with such Net Cash Proceeds not reinvested as set forth below Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds $62,500,000 during any Fiscal Year. Such prepayments 250,000, then (A) the Borrower shall be made within three Business Days after promptly notify the date Agent of receipt such Disposition or Event of Loss (including the amount of the Net Cash Proceeds of any such Asset Disposition to be received by such Credit Party or the Borrower and/or any of its Restricted Subsidiaries; provided thatSubsidiaries in respect thereof) and (B) promptly upon receipt by the Borrower and/or any of its Subsidiaries of the Net Proceeds of such Disposition or Event of Loss, (A) no the Borrower shall deliver such Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required under this Section 4.4(b)(ii) to the extent that the Borrower (I) notifies the Agent in writing of its election to (x) reinvest the Net Proceeds of such Net Cash Proceeds are committed to be reinvested pursuant to Disposition or Event of Loss, or a legally binding agreement portion thereof, in productive assets of a kind then used or useful usable in the business of the Borrower and its Restricted Subsidiaries within twelve months one hundred eighty (180) days after receipt the date of such Disposition or Event of Loss or (y) enter into a binding commitment thereof within said one hundred eighty (180) day period, and (II) the Borrower, in fact, (x) so reinvests such Net Cash Proceeds, or such portion thereof, within said one hundred eighty (180) day period or (y) enters into a binding commitment thereof and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds and are thereafter actually reinvested in assets used or useful in shall be delivered to the business Agent, for distribution to the Lenders, as a prepayment of the Borrower and its Restricted Subsidiaries within six months; provided further that any Revolving Loans, but not as a permanent reduction of the Revolving Loan Commitment. Any portion of such Net Cash Proceeds not committed to be reinvested pursuant to as provided herein shall applied as a legally binding agreement within such twelve month period or actually reinvested within such six month period prepayment of the Loans, which prepayment shall be prepaid applied in accordance with this Section 4.4(b)(iisubsection 1.8(f) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragehereof.

Asset Dispositions. (A) Approved Asset Dispositions. The Borrower Loans shall make mandatory principal prepayments of the Term Loans be prepaid as --------------------------- hereafter provided in the manner set forth in clause (v) below in amounts an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds received from any Approved Asset Disposition in an amount initially equal to (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses i) one hundred percent (a100%) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days until the Asset Sale Loan is paid in full and (ii) after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatSale Loan has been paid in full, (Ax) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as if the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis is greater than or equal to 3.25:1.0 (after giving effect to as of the end of the fiscal quarter immediately preceding the date of such Approved Asset Disposition), seventy-five percent (75%) of such Net Proceeds, (y) if the Consolidated Total Leverage Ratio is greater than or equal to 2.75:1.00 but less than 3.25:1.0 (as of the fiscal quarter immediately preceding the date of such Approved Asset Disposition), fifty percent (50%) of such Net Proceeds, and (z) if the Consolidated Total Leverage Ratio is less than 2.75:1.0 (as of the Specified Leverageend of the fiscal quarter immediately preceding the date of such Approved Asset Disposition), zero percent (0%) of such Net Proceeds; provided, that payment of -------- such Net Proceeds need not be made until such time as the aggregate amount payable hereunder shall be at least $1.0 million at any time; provided, further, -------- ------- all such Net Proceeds not initially applied to prepay Loans pursuant to this Section 3.3(b)(ii)(A) shall be subject to the provisions of 3.3(b)(ii)(B) as if such Net Proceeds were received from an Asset Disposition not constituting an Approved Asset Disposition. If any such Approved Asset Disposition involves Collateral and the Net Proceeds thereof are greater than $35.0 million in the aggregate, such Net Proceeds shall be held by the Administrative Agent in a collateral account, which may include Cash Equivalents, pending application in accordance with the provisions hereof.

Asset Dispositions. The Subject to clause (vii) below, the Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (viv) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than (x) any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.57.5 and (y) to until the extent ABL Facility or any Permitted Refinancing thereof that is bound by the aggregate amount ABL Intercreditor Agreement and constitutes “ABL Obligations” thereunder is no longer in effect, any disposition of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal YearABL Priority Collateral). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used that constitute Term Loan Priority Collateral (or other assets useful in such Credit Party’s or such Subsidiary’s business in an amount not to exceed $10,000,000 in the business of the Borrower and its Restricted Subsidiaries aggregate) within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsProceeds; provided further provided, further, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six twelve (12) month period shall be prepaid in accordance with this Section 4.4(b)(ii2.4(b)(ii) immediately after on or before the expiration last day of such twelve or six (12) month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Revolving Loans and/or cash collateralize the Letter of Credit Accommodations in the manner set forth in clause (viv) below in amounts equal to (A) 100% of the aggregate Net Cash Proceeds from any (1) Asset Sale Prepayment Percentage Disposition permitted pursuant to Section 8.1(b)(iii), (iv) and (v), (2) Asset Disposition not permitted pursuant to this Agreement or (3) Asset Disposition described in clause (b) of the definition of Asset Disposition (other than that described in this next clause (B) and the proviso hereto) and (B) 50% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition or sale of Capital Stock permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) to Section 8.3(k); provided that no such prepayment and/or cash collateralization shall be required with respect to any of Section 9.5) to the extent that proceeds of the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal YearIMAX China Offering or the IMAX Cayman Employee Incentive Issuance. Such prepayments shall be made within three 10 Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted SubsidiariesDisposition; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.4(b)(ii)(A) to the extent that: (A) the Net Cash Proceeds of such Asset Disposition is equal to or less than $50,000 provided that the aggregate amount hereunder shall not exceed $1,000,000 per Fiscal Year; (B) the Net Cash Proceeds of such Asset Disposition is greater than $50,000 but equal to or less than $250,000 until such time as the aggregate of such Net Cash Proceeds are committed exceeds $1,000,000 and then such aggregate amount shall be used to be reinvested pursuant to a legally binding agreement prepay the Revolving Loans and/or cash collateralize the Letter of Credit Accommodations in the manner set forth in clause (iv) below; and (C) (1) within 10 Business Days after the date of receipt of such Net Cash Proceeds, Borrower notifies Agent that Borrower shall reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower a Credit Party and its Restricted Subsidiaries (2) such Net Cash Proceeds are reinvested in such assets within twelve months 180 days after receipt of such Net Cash Proceeds by such Credit Party and are thereafter actually reinvested in assets used or useful in the business such Credit Party shall provide written evidence to Agent of the Borrower and its Restricted Subsidiaries within six monthssuch reinvestment; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually so reinvested within such six month 180 day period shall be prepaid in accordance with this Section 4.4(b)(ii2.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month 180 day period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Asset Disposition permitted pursuant to, and in accordance with, clauses the sale of assets of the Divested Businesses unless (a) through the consideration paid in connection therewith is cash, Cash Equivalents or other noncash consideration (ePROVIDED that non-cash consideration (excluding liabilities assumed by the acquiror and assets received in a trade-in or similar transaction) shall not comprise in excess of 15% of the total value of proceeds received in connection with any Asset Disposition), (b) if such transaction is a Sale and clause (g) Leaseback Transaction, such transaction is permitted by the terms of Section 9.58.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties (excluding for purposes hereof assets sold in connection with the sale of the Divested Businesses) in all such transactions (excluding the sale of real estate no longer used or useful in such Consolidated Parties business) after the Closing Date shall not exceed $5,000,000, (c) the Borrower shall have delivered to the extent that Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist hereunder, and (f) no later than 30 days prior to such Asset Disposition, the Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate amount of such consideration and the Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during to be received for such assets in connection with such Asset Disposition, and thereafter the Borrower shall, within the period of 180 days following the consummation of such Asset Disposition (with respect to any Fiscal Year. Such prepayments shall such Asset Disposition, the "APPLICATION PERIOD"), apply (or cause to be made within three Business Days after the date of receipt of applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Loans in accordance with this the terms of Section 4.4(b)(ii) immediately after 3.3(b)(iii). Upon a sale or other disposition of assets the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Subsidiary so long as from all of its obligations, if any, under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party (other than an Inactive Subsidiary) to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) other than any Excluded Asset Disposition permitted pursuant to, and in accordance with, clauses Dispositions unless (a) through the consideration paid in connection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Section 8.13, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions (including, without limitation, Sale and Leaseback Transactions) after the Closing Date (excluding (i) the sale of Western Multiplex Corporation and Glenayre OPTIONS Corp. and (ii) Sale and Leaseback Transactions and Synthetic Leases involving the Canadian Property) shall not exceed $15,000,000, (e) and clause (g) of Section 9.5) the Borrower shall have delivered to the extent that Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist hereunder, and (f) no later than 15 days prior to such Asset Disposition, the Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate amount of such consideration and the Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during to be received for such assets in connection with such Asset Disposition, and thereafter the Borrower shall, within the period of 12 months following the consummation of such Asset Disposition (with respect to any Fiscal Year. Such prepayments shall such Asset Disposition, the "Application Period"), apply (or cause to be made within three Business Days after the date of receipt of applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business prepayment of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid outstanding Loans in accordance with the terms of Section 3.3(b)(iii). Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as such Consolidated Party from all of its obligations, if any, under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments pay (if feasible in each case, concurrently with the consummation of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any each such Asset Disposition (other than any or, if such Asset Disposition permitted pursuant tois a lease, concurrently with each actual or constructive receipt of any Net Proceeds thereof and concurrently with the actual or constructive receipt of each such Income Tax Refund, or, if not so feasible in each case, substantially concurrently therewith and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5any event within one Business Day thereafter) to the extent that Agent, for the benefit of the Lenders, as a prepayment (and a corresponding reduction of the Commitments in accordance with SECTION 2.7(C)) of the Revolving Credit Loans (or, if the Revolving Credit Loans are then paid in full and all Commitments have terminated, as cash collateral for any outstanding Letter of Credit Liabilities), an aggregate amount equal to 100% of (i) the Net Proceeds from all Asset Dispositions permitted by SECTION 9.12A(A) and, unless otherwise agreed by the Required Lenders, from all other Asset Dispositions other than the Asset Dispositions permitted by CLAUSE (B), (C), (D) or (E) of SECTION 9.12A, and (ii) the Net Proceeds from all Income Tax Refunds; PROVIDED, HOWEVER, that if (but only if), at the time of and after giving effect to any such Net Cash Proceeds not reinvested Asset Disposition, neither a payment Default nor an Event of Default has occurred and is continuing, then (A) 70%, or such greater percentage as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall may be made within three Business Days after agreed to by the date of receipt Required Lenders, of the Net Cash Proceeds of any such Asset Disposition Dispositions of Property specified in SCHEDULE 2.7(A)(2) hereto as agreed to between the Borrower and the Agent (with the consent of the Required Lenders as evidenced by such Credit Party or any their execution of its Restricted Subsidiaries; provided that, (Athe Second Amendment) no prepayment that does not constitute Collateral shall not be required under this Section 4.4(b)(iito be so paid to the Agent (and shall not reduce the Commitments pursuant to SECTION 2.7(C)) if and to the extent that such Net Cash Proceeds proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in by the business Borrower, within one year of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested proceeds in assets used cash, to make Investments permitted by SECTIONS 9.4(B), 9.4(C) or useful in the business 9.4(D), (B) 100% of the Net Proceeds of that certain Lease Agreement dated as of July 3, 1997, between the Borrower as lessor and its Restricted Subsidiaries within six months; provided further that any portion New Alternatives, Inc. as lessee (as amended or modified from time to time) relating to Orange County Community Hospital (and only such lease agreement) shall not be required to be so paid to the Agent (and none of such Net Cash Proceeds not committed to be reinvested shall reduce the Commitments pursuant to with SECTION 2.7(C)) if and to the extent that such proceeds are used by the Borrower, within one year of receipt of such proceeds in cash, to make Investments permitted by SECTION 9.4(B), 9.4(C) or 9.4(D), and (C) in the event of the exchange of the hospital identified in item 16 of SCHEDULE 9.12 for another hospital approved by the Required Lenders, such exchange shall not be deemed to constitute an Asset Disposition for purposes of this SECTION 2.7(A), except to the extent of any cash or other liquid assets received pursuant to such exchange, if (but only if) a legally binding agreement within such twelve month period perfected (upon appropriate recording or actually reinvested within such six month period shall be prepaid filing thereafter), first priority Lien (subject only to Permitted Liens, if any, which are 8 permitted in accordance with this Section 4.4(b)(iiAgreement) immediately after on the expiration Property received in such exchange shall have been granted to the Agent as security for the Obligations. Any prepayment of the Loans made by the Borrower with the proceeds of, or otherwise in connection with, any Asset Disposition or Income Tax Refund shall be deemed to constitute a mandatory prepayment made in accordance with this SECTION 2.7(A) unless, prior to or concurrently with the time of such twelve prepayment, the Borrower informs the Agent in writing that such prepayment is an optional prepayment and such prepayment is, in accordance with SECTION 2.6 and this SECTION 2.7(A), permitted to be an optional prepayment. In addition, the Borrower shall, unless otherwise agreed by the Required Lenders from time to time in connection with any particular Dispute Resolution, pay (if feasible in each case, concurrently with each actual or six month periodconstructive receipt of any such Net Proceeds or, as applicable if not so feasible, substantially concurrently therewith and (B) no prepayment shall be required under this Section 4.4(b)(iiin any event within one Business Day thereafter) to the extent such Agent, for the benefit of the Lenders, as a prepayment (and a corresponding reduction of the Commitments in accordance with SECTION 2.7(C)) of the Revolving Credit Loans (or, if the Revolving Credit Loans are then paid in full and all Commitments have terminated, as cash collateral for any outstanding Letter of Credit Liabilities), an aggregate amount equal to 100% of the Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis each Dispute Resolution (after giving effect to deducting therefrom, without duplication, all reasonable out-of-pocket costs and expenses, including claims, paid or incurred by the Borrower or its Subsidiaries relating to, and arising out of the facts or circumstances involved in, such Asset Disposition) is less than the Specified LeverageDispute Resolution)."

Asset Dispositions. The Borrower shall make mandatory principal prepayments None of the Term Loans Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including, without limitation, via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the manner ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by clause (ii) of Section 5.02(e) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) Sales or other dispositions of assets and property in the normal course of business; (v) Sales or other dispositions of the Equity Securities of Landec and/or Seneca Foods; and (vi) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds and Temporary Cash Investments of which are applied to the prepayment of the Loans or otherwise as set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of Section 2.07(c); provided that if the aggregate Net Cash Proceeds from or Temporary Cash Investments received upon any Asset Disposition (other sales or dispositions during such fiscal year are equal to or less than any Asset Disposition permitted pursuant to10% of the Consolidated Tangible Net Worth as of the end of the last day of the immediately preceding fiscal year, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) then no additional restrictions shall apply to the extent that the aggregate amount Borrower’s use of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after or Temporary Cash Investments; otherwise, no later than the date of receipt of the Net Cash Proceeds of any such Permitted Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatpursuant to this clause (vi), the Borrower shall deliver to the Administrative Agent a Compliance Certificate which (A) states that no prepayment shall be required under this Section 4.4(b)(ii) Default has occurred or is continuing, or, if any such Default has occurred and is continuing, a statement to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of nature thereof and what action the Borrower proposes to take with respect thereto, and its Restricted Subsidiaries within twelve months (B) sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in giving effect to the business of the Borrower and its Restricted Subsidiaries within six monthsPermitted Asset Disposition; provided further that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any portion of such Net Cash Proceeds not committed Relevant Sales that in the aggregate are equal to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than 10% of Consolidated Tangible Net Worth as of the Specified Leverageend of the last day of the immediately preceding fiscal year.

Asset Dispositions. The Borrower shall make mandatory principal prepayments will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (asset other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through the sale in the ordinary course of business of Hydrocarbons produced from Borrower's Mineral Interests, and (eb) and clause (g) provided no Event of Section 9.5) to Default or Borrowing Base Deficiency exists, the extent that the aggregate amount sale, lease, transfer, abandonment, exchange or other disposition of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition other assets; provided, that, no sale, lease, transfer, abandonment, exchange or other disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; Subsidiaries of Borrowing Base Properties with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Borrowing Base then in effect shall be permitted pursuant to this clause (b) unless each of the following conditions is satisfied: (i) Borrower shall have provided thatAdministrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (Aii) any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.6 in connection with such sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the closing thereof, (iv) no prepayment shall be required under this Section 4.4(b)(ii) Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer, abandonment, exchange or other disposition (and application of the proceeds thereof to the extent that mandatory prepayments required by Section 2.6), and (v) no Default has occurred which is continuing. In no event will Borrower sell, transfer or dispose of any Equity in any Subsidiary nor will any Credit Party issue or sell any Equity or any option, warrant or other right to acquire such Net Cash Proceeds are committed Equity or security convertible into such Equity to be reinvested pursuant to a legally binding agreement in assets used or useful in any Person other than the business of Credit Party which is the Borrower and its Restricted Subsidiaries within twelve months after receipt direct parent of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in issuer on the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageClosing Date.

Asset Dispositions. The If the Borrower or any Restricted Subsidiary shall at any time make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset a Disposition (other than any Asset a Disposition permitted pursuant to, and in accordance with, clauses to CLAUSE (a) through or (b) of SECTION 7.2.7 and other than a Disposition constituting the Corporate Sale Transaction) for aggregate Net Disposition Proceeds of $100,000 or more, then (i) the Borrower or such Restricted Subsidiary may, within 360 days after the receipt by the Borrower or such Restricted Subsidiary of the Net Disposition Proceeds of such Disposition, (A) so long as no Event of Default or payment Default has occurred and is then continuing or would result therefrom (except in the case where the Borrower or such Restricted Subsidiary is subject to a definitive agreement that has been duly and fully executed at a time when no Event of Default or payment Default existed and pursuant to which it is obligated to use such Net Disposition Proceeds for a purpose permitted by this CLAUSE (e)), reinvest up to 100% of such Net Disposition Proceeds in the businesses described in SECTION 7.1.12, (B) and clause prepay the Term Loans within such 360-day period in an amount equal to such Net Disposition Proceeds (gor a portion thereof) of Section 9.5or (C) to retain the extent that the aggregate amount of such Net Cash Disposition Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any so applied pending such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable application and (B) no prepayment shall be required under this Section 4.4(b)(iiii) to the extent such Net Cash Disposition Proceeds are attributable not so applied during such 360-day period and the aggregate amount of all such Net Disposition Proceeds not so applied since the last prepayment made pursuant to this CLAUSE (e) equals or exceeds $1,000,000, the Borrower shall make a mandatory prepayment of the Term Loans on the Business Day immediately succeeding the last day of such 360-day period in an Asset aggregate amount equal to the portion of such Net Disposition of a Foreign Subsidiary Proceeds not so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplied.