Common use of Asset Sales and Property Loss Events Clause in Contracts

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, to the extent under clauses (i) and (ii) above collectively result, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year, the Issuer shall immediately pay or cause to be paid to the Purchasers an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer shall pay or cause to be paid to the Purchasers an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDA.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock Stock, Sales of Mortgaged Property and Sales of other personal property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable in any Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year10,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Restatement Date by any Loan Party or any Borrower of its Subsidiaries of (i) Net Cash Proceeds arising from (i) any Sale Transfer by any Group Member Borrower of any of its property other than Sales Transfers of its own Stock Equity Interests and Sales Transfers of property permitted hereunder in reliance upon any of clauses (a) through (ec) of Section 8.4 or 8.4, (ii) Net Cash Proceeds or Allocated Loan Amount Proceeds arising from any Facility permitted pursuant to Section 2.13, or (iii) Net Cash Proceeds arising from any Property Loss Event with respect to any property of any Group Member, Borrower to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any 10,000, such Fiscal Year, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash ProceedsProceeds or Allocated Loan Amount Proceeds as applicable; provided, however, that, in the case of clause (iii) above, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member Borrower may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer such Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be or are actually used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer such Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDADate.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales of property permitted hereunder Stock Equivalents and Excluded Sales, as defined below) to the extent the Net Cash Proceeds thereof exceed $20,000,000 in reliance upon any of clauses (a) through (e) of Section 8.4 Fiscal Year or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year20,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds (or, with respect to Sales of property permitted hereunder in reliance upon clause (g) of Section 8.4, 50% of the Net Cash Proceeds); provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds. “Excluded Sales” shall mean (i) Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) and (zf)(i) with respect of Section 8.4, and (ii) Sales of property permitted hereunder in reliance upon clauses (f)(ii) and (g) of Section 8.4 if after giving effect to any such repayment required Sale and any prepayment of Loans under this Section 2.8(c) (on a Pro Forma Basis as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder for the four Fiscal Quarter period ending on the last day of such Fiscal Quarter, as if such Sale had occurred on the first day of such period), the Consolidated Secured Leverage Ratio of the Borrower is not greater than 4.25:1.00 (it being understood that prepayments from Sales of property permitted hereunder in connection with any Sale reliance upon clauses (f)(ii) and (g) of any Strategic Venture, any assets thereof or any interest therein, such repayment Section 8.4 shall only be reduced by an amount equal required to (i) the aggregate amount extent necessary to reduce the Consolidated Secured Leverage Ratio of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable Borrower to such Strategic Venture which have been added back to Consolidated EBITDA4.25:1.00).

Asset Sales and Property Loss Events. Upon Subject to Section 2.8(f), upon receipt on or after the Closing Date by any Loan Party the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (ed) and clauses (f) through (j) of Section 8.4 to the extent resulting, in the aggregate with all other such Sales, in the receipt by any of them of Net Cash Proceeds in excess of $2,500,000 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them Group Member of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year2,500,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds within three Business Days after the Borrower’s receipt of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment (x) to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) so long as on each the date that is three Business Days after a Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Restricted Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member Loan Party or any of its Restricted Subsidiaries (other than Excluded Foreign Subsidiaries to the extent it would result in adverse tax consequences) of any of its property (including in connection with any Sale and Leaseback Transaction but excluding sales of inventory in the ordinary course of business) other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Loan Party or any of its Restricted Subsidiaries (other than Excluded Foreign Subsidiaries to the extent under clauses (iit would result in adverse tax consequences) and (ii) above collectively resultto the extent resulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such 1,000,000 per Fiscal Year, the Issuer Borrower shall immediately within one (1) Business Day, pay or cause to be paid to the Purchasers Administrative Agent, for application as provided in Section 2.12(b), an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member Loan Party may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent, for application as provided in Section 2.12(b), an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale Proceeds. No amount of any Strategic Venture, any assets thereof or any interest therein, such repayment Net Cash Proceeds shall be reduced by an amount equal used to (i) prepay or repay any Indebtedness unless such Indebtedness is related to a purchase money financing or Capital Lease or such Indebtedness otherwise ranks senior or pari passu to the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDALoans hereunder.

Asset Sales and Property Loss Events. Upon Within ten calendar days of receipt on or after the Initial Closing Date by any Loan Party or any of its Subsidiaries Group Member of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of under clauses (a), (b), (c)(i) through and (ed) of Section 8.4 7.4), or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent a prepayment of the outstanding principal amount of the Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon that within ten calendar days of any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds. Upon the occurrence and (z) with respect during the continuation of a Default, the Group Members’ right to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment make Permitted Reinvestments shall be reduced by suspended and all Net Cash Proceeds described above shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default under Section 8.1(e)) be used to prepay the outstanding principal amount of the Loans in accordance with Section 2.13 below; provided further, that if such Sale is a Permitted Software Disposition: (A) the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Loans in an amount equal to the greater of (ix) $4,000,000 and (y) the current balance of Eligible Receivables that consist of software (as set forth on the most recent Accounts Report) plus $1,000,000, (B) if such Net Cash Proceeds received are in excess of $4,000,000 but not greater than $7,000,000 such excess may be used to increase the Available Amount in respect of Section 7.3(d); and (C) only to the extent of aggregate amount Net Cash Proceeds received by the Borrower or any other Loan Party in respect of Investments and Capital Expenditures made the Permitted Software Dispositions in excess of $7,000,000, after due application of amounts pursuant to Section 2.9(c)(A), such Strategic Venture funded solely excess over $7,000,000 may be used to make Permitted Reinvestments in accordance with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAprevious proviso in this Section 2.9(c).

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (ed) and clauses (f) through (j) of Section 8.4 to the extent resulting, in the aggregate with all other such Sales, in the receipt by any of them of Net Cash Proceeds in excess of $2,500,000 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them Group Member of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year2,500,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds within three Business Days after the Borrower’s receipt of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment (x) to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) so long as on each the date that is three Business Days after a Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic VentureProceeds. CREDIT AGREEMENT WESTWOOD ONE, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAINC.

Asset Sales and Property Loss Events. Upon Within one Business Day after receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (ed) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during occurring in the applicable same Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,500,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such excess Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 250,000 for any such Fiscal Year, the Issuer Borrowers shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, (i) any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrowers shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrowers shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (zii) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDA.

Asset Sales and Property Loss Events. Upon Until the Obligations shall have been paid in full in cash, within one Business Day of receipt on or after the Closing Effective Date in any Fiscal Year by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by Holdings or any Group Member of any of its property (other than Sales of its own Stock and Stock, Sales of property permitted hereunder in reliance upon any of under clauses (a), (b), (c)(i) through and (ed) of Section 8.4 or 8.4, and Sales of Digital Systems by Holdings pursuant to the CHG Sale Leaseback and the Exhibitor Agreements), (ii) any Property Loss Event with respect to Event, or (iii) any property of any Group Member, to the extent under clauses (i) and (ii) above collectively result, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Yearbusiness interruption insurance policy, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent (including through assignment of lease payments required to be prepaid to CHG under the CHG Lease Facility Documents) a prepayment of the outstanding principal amount of the Term Loans, without premium or penalty, in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any provided that within one Business Day of receipt of such receipt, Net Cash Proceeds and as long as no Event of Default shall be has occurred and is continuing, any Group Member may deposit and maintain such Net Cash Proceeds in a Cash Collateral Account (other than the Distributor Lockbox Account) and thereafter make Permitted Reinvestments with such Net Cash Proceeds (and the Issuer Borrower shall not be required to make or cause such payment to the extent prepayment) so long as (xA) such Net Cash Proceeds so deposited are intended to be used to make Permitted Reinvestments, (yB) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent (including through assignment of lease payments required to be prepaid to CHG under the CHG Lease Facility Documents) a prepayment of the outstanding principal amount of the Term Loans in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (zC) with respect such Net Cash Proceeds used for Permitted Reinvestments under this Section 2.5(c) does not exceed $50,000 in any Fiscal Year without the prior written consent of the Administrative Agent. Upon the occurrence and during the continuation of an Event of Default, Holdings' and the Group Members' right to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment make Permitted Reinvestments shall be reduced by an amount equal suspended and all Net Cash Proceeds described above (including existing Permitted Reinvestments held in the Cash Collateral Accounts) shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default under Section 9.1(e)) be used to (i) prepay the aggregate outstanding principal amount of Investments and Capital Expenditures made the Term Loans in such Strategic Venture funded solely accordance with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDASection 2.9 below.

Asset Sales and Property Loss Events. Upon Subject to Section 2.4(d), upon receipt on or after the Closing Date by any Loan Credit Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (eh) (i) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for 500,000, the Company shall, after the application of any such Fiscal YearNet Cash Proceeds to the Senior Debt required by the Senior Credit Agreement, the Issuer shall immediately pay or cause to be paid to the Purchasers Subordinated Notes Agent an amount equal to 100% of such the remaining Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such remaining Net Cash Proceeds and the Issuer Company shall not be required to make or cause such payment to the extent (x) such remaining Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such remaining Net Cash Proceeds, the Issuer Company shall pay or cause to be paid to the Purchasers Subordinated Notes Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such remaining Net Cash Proceeds. The Company shall notify the Subordinated Notes Agent within 5 days after it has determined that any portion of any Net Cash Proceeds and (z) with respect will not be used to any such repayment required hereunder in connection with any Sale of any Strategic Venturemake Permitted Reinvestments. SUBORDINATED NOTES AGREEMENT FOR REGENT BROADCASTING, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDA.LLC

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales of property permitted hereunder Excluded Sales, as defined below) to the extent the Net Cash Proceeds thereof exceed $5,000,000 in reliance upon any of clauses (a) through (e) of Section 8.4 Fiscal Year or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year5,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds (or, with respect to Sales of property permitted hereunder in reliance upon clause (g) of Section 8.4, 50% of the Net Cash Proceeds); provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds. "Excluded Sales" shall mean (i) Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) and (zf)(i) with respect of Section 8.4, and (ii) Sales of property permitted hereunder in reliance upon clauses (f)(ii) and (g) of Section 8.4 if after giving effect to any such repayment required Sale and any prepayment of Loans under this Section 2.8(c) (on a Pro Forma Basis as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder for the 4 Fiscal Quarter period ending on the last day of such Fiscal Quarter, as if such Sale had occurred on the first day of such period), the Consolidated Leverage Ratio of Holdings is not greater than 4.00 to 1.00 (it being understood that prepayments from Sales of property permitted hereunder in connection with any Sale reliance upon clauses (f)(ii) and (g) of any Strategic Venture, any assets thereof or any interest therein, such repayment Section 8.4 shall only be reduced by an amount equal required to (i) the aggregate amount extent necessary to reduce the Consolidated Leverage Ratio of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable Holdings to such Strategic Venture which have been added back 4.00 to Consolidated EBITDA1.00).

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property Revolving Credit Priority Collateral, to the extent that such Net Cash Proceeds exceed $1,000,000 in any Fiscal Year, other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a), (c) through or (ed) of Section 8.4 or (ii) any Property Loss Event with respect to any property Revolving Credit Priority Collateral of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (eh)(i) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year500,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to Proceeds. The Borrower shall notify the Administrative Agent within 5 days after it has determined that any such repayment required hereunder in connection with any Sale portion of any Strategic VentureNet Cash Proceeds will not be used to make Permitted Reinvestments. CREDIT AGREEMENT FOR REGENT BROADCASTING, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDA.LLC

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Restatement Date by any Loan Party or any Borrower of its Subsidiaries of (i) Net Cash Proceeds arising from (i) any Sale Transfer by any Group Member Borrower of any of its property other than Sales Transfers of its own Stock Equity Interests and Sales Transfers of property permitted hereunder in reliance upon any of clauses (a) through (ec) of Section 8.4 or 8.4, (ii) the Release Price of any Facility arising from any Facility released pursuant to Section 2.13, or (iii) Net Cash Proceeds arising from any Property Loss Event with respect to any property of any Group Member, Borrower to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any 50,000, such Fiscal Year, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash ProceedsProceeds or the Release Price of any Facility as applicable; provided, however, that, in the case of clause (iii) above, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member Borrower may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer such Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be or are actually used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Release Price Proceeds, the Issuer such Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDADate.

Asset Sales and Property Loss Events. Upon Until the Obligations shall have been paid in full in cash, within one Business Day of receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (ed) of Section 8.4 or 8.4, (ii) any Property Loss Event with respect to Event, (iii) any property business interruption insurance policy or (iv) any key man life insurance policy of any Group Member, to the extent under clauses (i) and (ii) above collectively result, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent a prepayment in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may deposit such Net Cash Proceeds in a Cash Collateral Account and thereafter make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds so deposited are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent a prepayment in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property to the extent resulting, in the aggregate with all other than such Sales, in the receipt by any of them of Net Cash Proceeds in excess of $500,000, but excluding any Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year500,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, (y) so long as, on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder pursuant to Section 8.4 (a), (b) or (c) resulting, in reliance upon the aggregate with all such other Sales, in the receipt by any of clauses (a) through (e) them of Section 8.4 Net Cash Proceeds in excess of $1,000,000, or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales Stock Equivalents and Excluded Sales, as defined below) to the extent the Net Cash Proceeds thereof exceed $25,000,000 in any Fiscal Year (or, if the aggregate Net Cash Proceeds therefrom in any Fiscal Year is $25,000,000 or less, to the extent that the Net Cash Proceeds from any such Sale constitute an “asset sale” or similarly defined term for purposes of property permitted hereunder in reliance upon any of clauses the Existing Notes Indentures, any Permitted Refinancing thereof or any Permitted Additional Debt) (a) through (e) it being understood and agreed, however, that such $25,000,000 aggregate annual exclusion shall not apply to any of the Net Cash Proceeds from any Designated Sale, all of which Net Cash Proceeds shall be subject to the provisions of this Section 8.4 2.8(c)); or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year25,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agents an aggregate amount equal to 100% of such Net Cash Proceeds (or, with respect to Sales of property permitted hereunder in reliance upon clause (g) of Section 8.4, 50% of the Net Cash Proceeds); provided, however, (A) that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds (other than with any Net Cash Proceeds received in connection with any Designated Sale, which Net Cash Proceeds (or an amount equal thereto) shall, as promptly as practicable but in any event within 15 days of receipt by the Borrower or any Subsidiary thereof (or such later date, not beyond 30 days after receipt of such Net Cash Proceeds, as may be approved by the Administrative Agents), be paid or caused to be paid to the Applicable Administrative Agent to be applied to the Obligations in accordance with Section 2.12(b)) and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agents an aggregate amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds, and (zB) that the Borrower may use a portion of such Net Cash Proceeds to prepay, repurchase or redeem any Permitted Additional Debt that is secured on a pari passu basis with respect the Loans to any the extent such repayment required Permitted Additional Debt and the Liens securing the same are permitted hereunder in connection with any Sale of any Strategic Venture, any assets and the documentation governing such Permitted Additional Debt requires such a prepayment or repurchase thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributionssuch Sale or Property Loss Event, minus in each case in an amount not to exceed the product of (iix) the amountamount of such Net Cash Proceeds and (y) a fraction, if anythe numerator of which is the outstanding principal amount of such Permitted Additional Debt and the denominator of which is the aggregate outstanding principal amount of all Loans, L/C Obligations and all such Permitted Additional Debt (it being understood and agreed that, to the extent any portion of losses attributable such Net Cash Proceeds is not ultimately used to prepay, repurchase or redeem any such Strategic Venture which have been added back Permitted Additional Debt within the time period required by the respective Permitted Additional Debt Documents, the Borrower shall pay or cause to Consolidated EBITDA.be paid to the Administrative Agents within 3 Business Days after the end of such period 100% of the portion of such Net Cash Proceeds not so

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 250,000 for any such Fiscal Year, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, (i) any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (zii) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDA.

Asset Sales and Property Loss Events. Upon Within ten calendar days of receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries Group Member of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of under clauses (a), (b), (c)(i) through and (ed) of Section 8.4 7.4), or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent a prepayment of the outstanding principal amount of the Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon that within ten calendar days of any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds. Upon the occurrence and (z) with respect during the continuation of a Default, the Group Members’ right to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment make Permitted Reinvestments shall be reduced by suspended and all Net Cash Proceeds described above shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default under Section 8.1(e)) be used to prepay the outstanding principal amount of the Loans in accordance with Section 2.13 below; provided further, that if such Sale is a Permitted Software Disposition: (A) the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Loans in an amount equal to the greater of (ix) $4,000,000 and (y) the current balance of Eligible Receivables that consist of software (as set forth on the most recent Accounts Report) plus $1,000,000, (B) if such Net Cash Proceeds received are in excess of $4,000,000 but not greater than $7,000,000 such excess may be used to increase the Available Amount in respect of Section 7.3(d); and (C) only to the extent of aggregate amount Net Cash Proceeds received by the Borrower or any other Loan Party in respect of Investments and Capital Expenditures made the Permitted Software Dispositions in excess of $7,000,000, after due application of amounts pursuant to Section 2.9(c)(A), such Strategic Venture funded solely excess over $7,000,000 may be used to make Permitted Reinvestments in accordance with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAprevious proviso in this Section 2.9(c).

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,000,000, the Issuer shall immediately Borrower shall, in each case to the extent such amounts are not required to prepay or cash collateralize the First Lien Obligations under the First Lien Credit Agreement, within 3 Business Days pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall then be continuing, any Group 28 SECOND LIEN CREDIT AGREEMENT DANKA OFFICE IMAGING Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer shall Borrower shall, in each case to the extent such amounts are not required to prepay or cash collateralize the First Lien Obligations under the First Lien Credit Agreement, pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries Borrower of Net Cash Proceeds arising from (i) any Sale Transfer by any Group Member Borrower of any of its property other than Sales Transfers of its own Stock Equity Interests and Sales Transfers of property permitted hereunder in reliance upon any of clauses (a) through (ec) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Borrower to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any 50,000, such Fiscal Year, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, in the case of clause (ii) above, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member Borrower may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer such Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be or are actually used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer such Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDADate.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property Collateral, to the extent that such Net Cash Proceeds exceed $1,000,000 in any Fiscal Year, other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (ed) of Section 8.4 or (ii) any Property Loss Event with respect to any property Collateral of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year1,000,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon Subject to the restrictions contained in Section 8.04, within one Business Day of receipt on or after the Closing Date in any Fiscal Year by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Loan Party or any of its Subsidiaries) other than the “Group Member Members” (as defined in the CDF1 Credit Agreement) or the “Group Members” (as defined in the CDF2 Credit Agreement)) of any of its property (other than Sales of its own Stock and Sales of property to the extent expressly permitted hereunder in reliance upon any of clauses (a) through (e) of under Section 8.4 or 8.04)), (ii) any Property Loss Event with respect to Event, or (iii) any property of any Group Member, to the extent under clauses (i) and (ii) above collectively result, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Yearbusiness interruption insurance policy, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any that within one Business Day of receipt of such receipt, Net Cash Proceeds and as long as no Event of Default shall be has occurred and is continuing, any Group Member Loan Party may deposit and maintain such Net Cash Proceeds in a Cash Collateral Account and thereafter make Permitted Reinvestments with such Net Cash Proceeds (and the Issuer Borrower shall not be required to make or cause such payment to the extent prepayment) so long as (xA) such Net Cash Proceeds so deposited are intended to be used to make Permitted Reinvestments, (yB) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (zC) with respect to such Net Cash Proceeds used for Permitted Reinvestments under this Section 4.02(a)(ii) does not exceed $50,000 in any such repayment required hereunder in connection with any Sale Fiscal Year without the prior written consent of any Strategic Venture, any assets thereof or any interest thereinthe Administrative Agent, such repayment consent not to be unreasonably withheld. Upon the occurrence and during the continuation of an Event of Default, the Loan Parties’ rights to make Permitted Reinvestments shall be reduced by an amount equal suspended and all Net Cash Proceeds described above (including existing Permitted Reinvestments held in the Cash Collateral Accounts) shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default under Section 9.01(g)) be used to (i) prepay the aggregate outstanding principal amount of Investments and Capital Expenditures made the Term Loans in such Strategic Venture funded solely accordance with the proceeds of cash equity contributions, minus (iiSection 4.02(b) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAbelow.

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than (i) Sales of its own Stock and (ii) Sales of property permitted hereunder in reliance upon any of clauses (a) through (ed) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively result, resulting in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year250,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% the amount of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment on such Loans with such Net Cash Proceeds to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDADate.

Asset Sales and Property Loss Events. Upon So long as no “Obligations” (as defined in the First Lien Credit Agreement) are outstanding and all “Commitments” (as defined in the First Lien Credit Agreement) have been terminated, then upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property property, to the extent resulting, in the aggregate with all other than Sales from and after the Closing Date, in the receipt by any of them of Net Cash Proceeds in excess of $100,000, but excluding any Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively result, resulting in the aggregate aggregate, with all other such Sales and Property Loss Events during from and after the applicable Fiscal YearClosing Date, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year100,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, (y) so long as, on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAProceeds.

Asset Sales and Property Loss Events. Upon Within three Business Days following receipt on or after the Closing Third Restatement Effective Date by any Loan Credit Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale Asset Disposition by any Group Member of any of its property Credit Party (other than Sales Asset Dispositions of its own Stock equity securities and Sales of property Assets Dispositions permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Memberhereunder), to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearAsset Dispositions by any by any Credit Party, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for 1,000,000 in any such Fiscal Year, or (ii) any Property Loss Event with respect to any property of any Credit Party to the Issuer extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any of them of Net Cash Proceeds in excess of $250,000, Borrower shall immediately pay or cause to be paid to the Purchasers Agent an amount equal to 100% of such Net Cash ProceedsProceeds in excess of $1,000,000 or $250,000, as applicable; provided, however, provided that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member Credit Party may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic VentureProceeds; provided, any assets thereof or any interest thereinfurther that, such repayment shall be reduced by an amount equal to (i) notwithstanding the foregoing, the aggregate amount which may be reinvested by Borrower and its Subsidiaries in respect of Investments and Capital Expenditures made Net Cash Proceeds of Property Loss Events may not exceed $1,000,000 in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDAany Fiscal Year.

Asset Sales and Property Loss Events. Upon Subject to the terms of the First Lien Loan Documents and the Intercreditor Agreement, upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales of property permitted hereunder Excluded Sales, as defined below) to the extent the Net Cash Proceeds thereof exceed $5,750,000 in reliance upon any of clauses (a) through (e) of Section 8.4 Fiscal Year or (ii) any Property Loss Event with respect to any property of any Group Member, Member to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year5,750,000, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash Proceeds (or, with respect to Sales of property permitted hereunder in reliance upon clause (g) of Section 8.4, 50% of the Net Cash Proceeds); provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds. "Excluded Sales" shall mean (i) Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) and (zf)(i) with respect of Section 8.4, and (ii) Sales of property permitted hereunder in reliance upon clauses (f)(ii) and (g) of Section 8.4 if after giving effect to any such repayment required Sale and any prepayment of Loans under this Section 2.8(c) (on a Pro Forma Basis as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder for the 4 Fiscal Quarter period ending on the last day of such Fiscal Quarter, as if such Sale had occurred on the first day of such period), the Consolidated Leverage Ratio of Holdings is not greater than 4.00 to 1.00 (it being understood that prepayments from Sales of property permitted hereunder in connection with any Sale reliance upon clauses (f)(ii) and (g) of any Strategic Venture, any assets thereof or any interest therein, such repayment Section 8.4 shall only be reduced by an amount equal required to (i) the aggregate amount extent necessary to reduce the Consolidated Leverage Ratio of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable Holdings to such Strategic Venture which have been added back 4.00 to Consolidated EBITDA1.00).

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any Borrower of its Subsidiaries of (i) Net Cash Proceeds arising from (i) any Sale Transfer by any Group Member Borrower of any of its property other than Sales Transfers of its own Stock Equity Interests and Sales Transfers of property permitted hereunder in reliance upon any of clauses (a) through (ec) of Section 8.4 or 8.4, (ii) Net Cash Proceeds or Allocated Principal Amount Proceeds arising from any Transfer of all of the assets of any Facility permitted pursuant to Section 8.4(e), or (iii) Net Cash Proceeds arising from any Property Loss Event with respect to any property of any Group Member, Borrower to the extent under clauses (i) and (ii) above collectively resultresulting, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal YearEvents, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any 10,000, such Fiscal Year, the Issuer Borrower shall immediately pay or cause to be paid to the Purchasers Administrative Agent an amount equal to 100% of such Net Cash ProceedsProceeds or Allocated Principal Amount Proceeds as applicable; provided, however, that, in the case of clause (iii) above, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member Borrower may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer such Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be or are actually used to make Permitted Reinvestments, Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer such Borrower shall pay or cause to be paid to the Purchasers Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDADate.