Common use of Asset Sales Clause in Contracts

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not Subject to the First Lien Credit Agreement and the Intercreditor Agreement, and subject to Sections 2.11(h) and 2.14(g), no later than five the tenth Business Days Day following the date of receipt by Holdings, any Borrower or any of the Restricted Subsidiaries of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Sale Proceeds received with respect thereto pursuant to make prepayments Section 6.9(h), 6.9(i), 6.9(j) or 6.9(p) in accordance with Sections 2.10(i) and (j); provided that: excess of (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (single transaction or series of related Asset Sales) and less than transactions, $3.0 million in Net Cash Proceeds in any fiscal year; and 2,400,000 or (ii) $6,000,000 in the aggregate in any Fiscal Year, the Borrowers shall prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Event of Default shall then exist have occurred and be continuing, the Borrowers shall have the option, directly or would arise therefrom and through one or more of the aggregate of Restricted Subsidiaries, to invest such Net Cash Asset Sale Proceeds within 365 days of Asset Sales shall receipt thereof in productive assets (other than working capital assets) useful in businesses not exceed $20.0 million in any fiscal year of Borrowerprohibited under Section 6.12; provided further, such proceeds shall not be required to be so applied on such date to the extent that (x) if a Borrower shall have delivered or a certificate to Restricted Subsidiary enters into a legally binding commitment (and has provided the Administrative Agent on or prior a copy of such binding commitment) to such date stating that invest such Net Cash Asset Sale Proceeds within such 365-day period, such 365-day period shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower extend by an additional 180-day period and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Asset Sale Proceeds are not required so reinvested (and/or committed to be applied to make prepayments as a result of this clause (iireinvested and then actually reinvested) shall not be so reinvested as within the time period set forth above in clauses (xthis Section 2.14(a), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on not later than the last day of such period as a mandatory prepayment (or any earlier date on which Holdings or such Restricted Subsidiary determines not to so reinvest such Net Asset Sale Proceeds) as provided above in this Section 2.10(c)2.14(a) without regard to this proviso or the immediately preceding proviso.

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by Holdings, any Borrower or any of the Restricted Subsidiaries of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Sale Proceeds received with respect thereto pursuant to make prepayments Section 6.9(h), 6.9(i), 6.9(j) or 6.9(p) in accordance with Sections 2.10(i) and (j); provided that: excess of (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (single transaction or series of related Asset Sales) and less than transactions, $3.0 million in Net Cash Proceeds in any fiscal year; and 2,000,000 or (ii) $5,000,000 in the aggregate in any Fiscal Year, the Borrowers shall prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Event of Default shall then exist have occurred and be continuing, the Borrowers shall have the option, directly or would arise therefrom and through one or more of the aggregate of Restricted Subsidiaries, to invest such Net Cash Asset Sale Proceeds within 365 days of Asset Sales shall receipt thereof in productive assets (other than working capital assets) useful in businesses not exceed $20.0 million in any fiscal year of Borrowerprohibited under Section 6.12; provided further, such proceeds shall not be required to be so applied on such date to the extent that (x) if a Borrower shall have delivered or a certificate to Restricted Subsidiary enters into a legally binding commitment (and has provided the Administrative Agent on or prior a copy of such binding commitment) to such date stating that invest such Net Cash Asset Sale Proceeds within such 365-day period, such 365-day period shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower extend by an additional 180-day period and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Asset Sale Proceeds are not required so reinvested (and/or committed to be applied to make prepayments as a result of this clause (iireinvested and then actually reinvested) shall not be so reinvested as within the time period set forth above in clauses (xthis Section 2.14(a), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on not later than the last day of such period as a mandatory prepayment (or any earlier date on which Holdings or such Restricted Subsidiary determines not to so reinvest such Net Asset Sale Proceeds) as provided above in this Section 2.10(c)2.14(a) without regard to this proviso or the immediately preceding proviso.

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 1,375,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $6,050,000 in any twelve month period (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as (x) on or prior to September 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall then exist have occurred and be continuing and (y) after September 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or would arise therefrom (h) shall have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 18 months (yor within 24 months following receipt thereof if a contractual commitment to reinvest is entered into within 18 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are the subject of a notice delivered pursuant to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day 18 month period (or is not actually reinvested within such additional six (6) month period, if applicable), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of any Net Cash Proceeds of their respective assets or any interest therein (including the sale or factoring at maturity of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset Sale, Borrower shall apply 100% ”) except for the following: (a) the sale or disposition of inventory in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Net Cash Proceeds received with respect thereto Borrower or any of its Subsidiaries (or, as long as no Default exists or would result therefrom, deed in lieu thereof); (c) as long as no Default exists or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) as long as no Default exists or would result therefrom, the sale or disposition of assets (including the issuance or sale of Stock or Stock Equivalents) of any Subsidiary that either (i) is not a Wholly-Owned Subsidiary or (ii) is an Immaterial Subsidiary that, in each case, both at the time of such sale and as of the Closing Date (or if later, the time of formation or acquisition of such Subsidiary), do not constitute, in the aggregate, all or substantially all of the assets (or the Stock or Stock Equivalents) of such Subsidiary; (e) as long as no Default exists or would result therefrom, the lease or sublease of Real Property not constituting a sale and leaseback, to make prepayments the extent not otherwise prohibited by this Agreement or the Mortgages; (f) as long as no Default exists or would result therefrom, non-exclusive assignments and licenses of intellectual property of the Borrower and its Subsidiaries in accordance with Sections 2.10(ithe ordinary course of business; (g) as long as no Default exists or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business; (j); provided that:h) any Asset Sale (i) to the Borrower or any Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (i) as long as no such prepayment shall be required with respect to Default exists or would result therefrom, any other Asset Sale for Fair Market Value and where either (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) at least 75% of the consideration received therefor is cash or (j), Cash Equivalents or (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Non-Cash Consideration from such Asset Sale and all other Asset Sales for fair market value resulting made in no more than $1.0 million in Net Cash Proceeds per Asset Sale reliance upon this subclause (or series of related Asset SalesB) and less than $3.0 million in Net Cash Proceeds in during any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall Fiscal Year does not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)10,000,000; provided, however, that if all or with respect to any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of Asset Sale in accordance with this clause (iii), the aggregate consideration received for the sale of all assets sold in accordance with this clause (i) during any Fiscal Year, including such Asset Sale, shall not be so reinvested exceed 5% of Consolidated Tangible Assets as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on of the last day of the immediately preceding Fiscal Year; (j) any single transaction or series of related transactions so long as neither such period as single transaction nor such series of related transactions involves assets having a mandatory prepayment as provided in this Fair Market Value of more than $3,000,000; (k) Asset Sales permitted by Section 2.10(c)7.13, Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.05; (l) the Foreign Subsidiary Reorganization; and (m) the Form 10 Transactions by and among the Borrower and its Subsidiaries and BWC and its Subsidiaries reasonably necessary to effectuate the Spinoff.

Asset Sales. Not later than five Business Days following the receipt The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Capital Stock, nor will the Loan Parties issue any additional shares of its Capital Stock or other ownership interests in such Loan Party, or issue any Asset Saleshares of Disqualified Stock, Borrower shall apply 100% except as long as no Event of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatDefault exists or would arise therefrom: (ia) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition sales of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty EventInventory, or (Cii) Asset Sales for fair market value resulting used, obsolete or surplus property, or (iii) Permitted Investments, in no more than $1.0 million each case in Net Cash Proceeds per Asset Sale (or series the ordinary course of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; andbusiness; (iib) so long as sales, transfers and dispositions among the Loan Parties; (c) the sale of the Headquarters; (d) the sale and leaseback of any other of the Loan Parties’ Real Estate or other fixed assets; (e) the Designated Dispositions; (f) other sales, transfers, or dispositions of assets not in the ordinary course of business (including retail store locations) provided that (x) no Default shall or Event of Default then exist exists or would arise therefrom and (y) if the fair market value of all such other sales, transfers and dispositions exceeds $50,000,000 for the Loan Parties in the aggregate during any Fiscal Year (net of the related sales costs, if any, of such Net Cash Proceeds other property), all of Asset Sales the proceeds of such sale, transfer or disposition (net of the related sales costs, if any, of such other property) in excess of $50,000,000 shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate paid to the Administrative Agent on (whether or prior not a Cash Dominion Event has occurred and is then continuing) for application to the Obligations, provided further that, if a Cash Dominion Event then exists and is continuing, all of such date stating that such Net Cash Proceeds proceeds (and not only those in excess of $50,000,000) shall be used paid to the Administrative Agent for application to the Obligations; and (xg) to purchase replacement assets or fixed or capital assets used or usable in the business issuance of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% additional shares of the Equity Interests of any person that owns such replacement Capital Stock or other such assets ownership interests in a Loan Party (other than Disqualified Stock) as long as no later Change in Control results therefrom; provided that all sales, transfers, leases and other dispositions permitted hereby (other than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); providedsales, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in transfers and other disposition permitted under clauses (xa)(ii), (yb) and (zg)) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)made at arm’s length and for fair value and for not less than 75% cash consideration.

Asset Sales. Not No later than five the tenth Business Days Day following the date of receipt by any Group Member of any Net Cash Proceeds Non-Ordinary Course Proceeds, the Borrower shall prepay (subject to the payment of any Asset Sale, Borrower shall apply prepayment premium set forth in Section 2.09(c)) the Loans as set forth in Section 2.11(b) in an aggregate amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)such Non-Ordinary Course Proceeds; provided that: (i) in the case of Non-Ordinary Course Proceeds of the type set forth in clauses (a)(ii), (b) and (c) of the definition thereof received prior to the second anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing the Borrower shall have the option, through one or more of the Borrowing Base Loan Parties, to invest such prepayment Non-Ordinary Course Proceeds in an aggregate amount not exceed $500,000,000 in Portfolio Assets within 365 days of receipt thereof, (ii) in the case of Non-Ordinary Course Proceeds of the type set forth in clauses (a)(ii), (b) and (c) of the definition thereof received prior to the second anniversary of the Closing Date, the Borrower shall be required have the option to apply such Non-Ordinary Course Proceeds to Restricted Payments permitted pursuant to Section 6.05(b)(i), (iii) in the case of Non-Ordinary Course Proceeds of the type set forth in clauses (a)(i) and (d) of the definition thereof, the Borrower shall have the option, with respect to an aggregate amount not to exceed $250,000,000, to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (iix) so long as no Default shall then exist or would arise therefrom and the aggregate Event of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower Default shall have delivered a certificate occurred and be continuing, directly or through one or more of its Subsidiaries, to invest such Non-Ordinary Course Proceeds in assets of the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of the Borrower and its Subsidiaries or activities that are reasonably related thereto or are reasonable extensions thereof within 365 days of receipt thereof (or, if the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all Borrower or any portion of such Net Cash Proceeds not required its Subsidiaries has entered into a binding commitment prior to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such 365-day period to reinvest such proceeds, 180 days after the expiry of such 365-day period) or (y) apply such Non-Ordinary Course Proceeds to Restricted Payments permitted pursuant to Section 6.05(a), and (iv) In the event that such Non-Ordinary Course Proceeds referred to in clauses (i) or (iii) above are not reinvested by the Borrower prior to the earlier of (A) the last day of such 365 day period and (B) the date of the occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to such Non-Ordinary Course Proceeds as a mandatory prepayment as provided set forth in this Section 2.10(c2.11(b).

Asset Sales. Not To the extent the Ultimate Parent Leverage Ratio is greater than or equal to 2.50 to 1.00, in the event and on each occasion that any Net Proceeds are received by or on behalf of it or any of its Subsidiaries in respect of any BDC/Newco Asset Disposition, it shall, and shall cause each of its Subsidiaries to, not later than five the Business Days following Day next after the receipt of any date on which such Net Cash Proceeds are received, apply an aggregate amount equal to the Net Proceeds of any such BDC/Newco Asset Sale, Borrower shall apply 100% Disposition to the prepayment of the Net Cash Proceeds received with respect thereto to make prepayments Borrower Obligations in accordance with Sections 2.10(iclause “Fourth” of Section 3.4(b) of the Intercreditor Agreement; provided, that if BDC or any Newco Senior Guarantor shall deliver to the Shared Collateral Agent and each Administrative Agent a certificate of a Financial Officer of BDC or such Newco Senior Guarantor to the effect that BDC or such Newco Senior Guarantor intends to apply the Net Proceeds from such BDC/Newco Asset Disposition (jor a portion thereof specified in such certificate); provided that: (i) , within 365 days after receipt of such Net Proceeds, to effect a Specified Investment, in each case as specified in such certificate, and certifying that no such Default or Event of Default under any of the Credit Agreements has occurred and is continuing, then no prepayment shall be required with pursuant to this paragraph in respect of the Net Proceeds in respect of such BDC/Newco Asset Disposition (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom (i) that BDC or such Newco Senior Guarantor or Subsidiary, as applicable, shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise, apply toward such reinvestment or (ii) that have not been so applied, or contractually committed to be so applied, by the end of such 365-day period, in each case at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been, or have been determined not to be, so applied (it being understood that if any portion of such proceeds are not so used within such 365-day period but within such 365-day period are contractually committed to be used, then upon the earlier to occur of (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), the termination of such contract and (B) the disposition expiration of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of 180-day period following such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused remaining portion shall be applied on constitute Net Proceeds as of the last day date of such period as termination or expiry without giving effect to this proviso); provided, further, that prior to the application of any such Net Proceeds pursuant to the foregoing proviso, such Net Proceeds shall be held in a mandatory prepayment as provided segregated cash collateral account governed by a control agreement in this Section 2.10(c)favor of the Shared Collateral Agent in accordance with the terms of the Intercreditor Agreement.

Asset Sales. Not No later than five the first Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset SaleSale Proceeds, Borrower Company shall apply 100% of prepay the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment Loans and/or the Revolving Commitments shall be required with respect permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to (A) any such Net Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h)Proceeds; PROVIDED, (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds shall not be required to be so applied on such date and (ii) to the extent that Borrower aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Company shall have delivered a certificate the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within two hundred seventy (270) days of receipt thereof in long term productive assets of the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower Company and its Subsidiaries; PROVIDED FURTHER, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments). Notwithstanding any of the foregoing to the contrary, upon receipt by Company of Net Asset Sale Proceeds pursuant to the sale of assets permitted under Section 6.9(d), Company may invest the first $1,000,000 of such proceeds directly or through one or more of its Subsidiaries in long-term productive assets of the general type used in the business of Company and its Subsidiaries, and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion remainder of such Net Cash Asset Sale Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on in accordance with the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)provisions set forth above.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.10(c) (i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute which constitutes a Casualty Event, Event or (CB) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (B) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 10.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to, to the extent permitted by Section 6.13(b), purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all such Net Cash Proceeds in excess of $2.5 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(g) and (jh); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale (in the case of Asset Sales by non-U.S. parties, to the extent such amounts can be repatriated to the United States without materially adverse tax or other economic consequences taking into account the amount of proceeds received from such Asset Sale as determined by the Administrative Agent (after consultation with Borrower)), Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.04(b)(i), (b)(iii6.04(d), (d6.04(e), (e6.04(g), (h6.04(i), (i) or (jand 6.04(k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.5 million in Net Cash Proceeds in any fiscal yearyear and (D) an issuance of Equity Interests by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom and the aggregate of therefrom, no such Net Cash Proceeds of Asset Sales prepayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such the Net Cash Proceeds shall of such Asset Sale will be used (x) to purchase replacement assets or fixed or capital other assets used or usable useful in the such person’s business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate shall set and setting forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds are not required to be applied to make prepayments as a result of reinvested in accordance with this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings, the Parent Borrower shall apply 100% or any of the Net Cash Proceeds received with respect thereto to other Restricted Subsidiaries, the Borrowers shall make prepayments in accordance with Sections 2.10(i2.08(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.08(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j9.16(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, (C) any Sale and Leaseback Transaction whereby a leased Restaurant Location that is subsequently purchased by a Person is then within 90 days of such purchase sold and leased-back by such purchasing Person, or (CD) Asset Sales for fair market value Fair Market Value resulting in no more than $1.0 million 750,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.5 million in Net Cash Proceeds in any fiscal year; andprovided that clause (D) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; (ii) in the case of Net Cash Proceeds from Asset Sales permitted by Section 9.16 (other than those described by clause (i) above), so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that the Parent Borrower determines that such Net Cash Proceeds are expected to be reinvested in assets useful for its business within 365 days following the date of such Asset Sale (provided that, if such proceeds exceed $2.5 million, the Parent Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that fifth Business Day setting forth such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower determination and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period (or, if the applicable Company shall have entered into a legally binding commitment, or has begun construction of a Restaurant and allocated such funds for such purpose, to reinvest such Net Cash Proceeds within such 365-day period, 540 days following the date of such Asset Sale), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.08(c).; provided, further, that if the property subject to such Asset Sale constituted Collateral, then all Property (only to the extent of a type that would otherwise constitute Collateral) purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Instruments in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 8.05 and 8.09 (but subject to the limitations on perfection set forth therein); and

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds of from Asset Sales (other than any Asset SaleSale of the type described in Section 6.09(a) through Section 6.09(d) or Section 6.09(f) through Section 6.09(n)), Lead Borrower shall apply 100% of prepay the Loans as set forth in Section 2.14(a) in an aggregate amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided provided, that: , so long as (i) no Default or Event of Default shall have occurred and be continuing as of the date of such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)Sale, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist Lead Borrower has delivered Administrative Agent prior written notice of Lead Borrower’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of replacement of the properties or would arise therefrom and assets that are the aggregate subject of such Net Cash Proceeds sale or disposition or the cost of Asset Sales shall not exceed $20.0 million in any fiscal year purchase or construction of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement other assets or fixed or capital assets used or usable useful in the business of Borrower and the SubsidiariesLoan Parties or their Subsidiaries reinvested within twelve (12) months (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof), (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale Sale, (iii) the monies are held in a Deposit Account in which certificate Collateral Agent has a perfected first-priority security interest, and (iv) the Loan Parties and their Subsidiaries complete such replacement, purchase, or construction within 12 months after the initial receipt of such monies (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof), the Loan Parties and their Subsidiaries shall set forth have the estimates option to apply such monies, in an aggregate amount not to exceed $1,250,000 in any Fiscal Year, so long as no Default or Event of Default shall have occurred and be continuing, to the costs of replacement of the proceeds assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be so expendedpaid to Administrative Agent and applied in accordance with Section 2.14(a); providedprovided further that, howevernotwithstanding the foregoing proviso all Net Proceeds from Refranchising Activity, that if all any disposition of any of the Existing Businesses or a majority of the Capital Stock of any of the Existing Businesses or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion store liquidation shall be applied on the last day of such period as a mandatory prepayment as provided in accordance with Section 2.14(a). Nothing contained in this Section 2.10(c)2.13(a) shall permit the Loan Parties or any of their Subsidiaries (other than the Excluded Entities) to sell or otherwise dispose of any assets other than in accordance with Section 6.09.

Asset Sales. Not later than five Business Days following the receipt The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of any Net Cash Proceeds of their respective assets or any interest therein (including the sale or factoring at maturity of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset Sale, Borrower shall apply 100% ”) except for the following: (a) the sale or disposition of inventory in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Net Cash Proceeds received with respect thereto Borrower or any of its Subsidiaries (or, as long as no Default exists or would result therefrom, deed in lieu thereof); (c) as long as no Default exists or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) as long as no Default exists or would result therefrom, the sale or disposition of assets of any Subsidiary that is not a Wholly-Owned Subsidiary that, both at the time of such sale and as of the Closing Date, do not constitute, in the aggregate, all or a material part of the assets of such Subsidiary; (e) as long as no Default exists or would result therefrom, the lease or sublease of Real Property not constituting a sale and leaseback, to make prepayments the extent not otherwise prohibited by this Agreement or the Mortgages; (f) as long as no Default exists or would result therefrom, non-exclusive assignments and licenses of intellectual property of the Borrower and its Subsidiaries in accordance with Sections 2.10(ithe ordinary course of business; (g) as long as no Default exists or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business; (j); provided that:h) any Asset Sale (i) to the Borrower or any Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so as long as no Default shall then exist exists or would arise therefrom and the aggregate of such Net Cash Proceeds of result therefrom, any other Asset Sales shall not exceed $20.0 million in any fiscal year of BorrowerSale for Fair Market Value, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100at least 75% of the Equity Interests of any person that owns which is payable in cash or Cash Equivalents upon such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)sale; provided, however, that if all or with respect to any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of Asset Sale in accordance with this clause (iii), the aggregate consideration received for the sale of all assets sold in accordance with this clause (i) during any Fiscal Year, including such Asset Sale, shall not be exceed $20,000,000 in the aggregate; (j) any single transaction or series of related transactions so reinvested long as set forth in clauses neither such single transaction nor such series of related transactions involves assets having a Fair Market Value of more than $1,000,000; and (x), (yk) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Asset Sales permitted by Section 2.10(c)7.13.

Asset Sales. Not later than five Business Days following the receipt No Loan Party will, nor will it permit any Subsidiary to, Dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) Dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; (b) Dispositions of assets to any Borrower or any other Loan Party; (c) Dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) Liens permitted by Section 6.02, Investments permitted by Section 6.04 and Restricted Payments permitted by Section 6.08; (e) as long as no Event of Default has occurred and is continuing or would result therefrom, Dispositions of real estate, including fee and/or leasehold interests (or Dispositions of any Person or Persons created to hold such real estate interests or the Equity Interests in such Person or Persons), including sale and leaseback transactions involving any such real estate pursuant to leases on market terms, as long as such Disposition is made for fair market value; (f) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) Dispositions of Inventory and other assets of a Loan Party or its Subsidiaries not in the ordinary course of business in connection with store closings, at arm’s length; provided, that (i) all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.11(b)(ii) and, (ii) such store closures and related Inventory or other asset Dispositions shall not exceed in the aggregate from and after the Second Amendment Effective Date, fifty (50.0%) of the number of the Loan Parties’ stores in existence as of the Second Amendment Effective Date (net of new store openings); provided, further, that (x) all sales of Inventory in connection with store closings shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent and the FILO Agent and (y) Dispositions under any Canadian Proceeding shall be pursuant to court orders that are acceptable to the Administrative Agent and the FILO Agent, acting reasonably; (i) non-exclusive licenses and non-exclusive sub-licenses of Intellectual Property granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Company or any Subsidiary, taken as a whole, or (y) secure any Indebtedness, (ii) the allowance of the abandonment, cancellation, lapse or other Disposition of Intellectual Property (other than any Material Intellectual Property) that is immaterial to or no longer used, useful or economically practicable to maintain in the conduct of the business of the Loan Parties or any of its Subsidiaries and (iii) in connection with the Disposition permitted pursuant to Section 6.05(j) or (k), an exclusive license, in form and substance reasonably acceptable to the Administrative Agent and the FILO Agent with respect to customary sell-through provisions, with respect to such geographic territory, of limited time duration, in fields of use or of customized products for specific customers in exchange for royalty payments; provided, however, in connection with any such exclusive license of Intellectual Property in connection with a Disposition permitted pursuant to Section 6.05(j), the FILO Agent may engage an appraiser to conduct an Acceptable IP Appraisal (for the avoidance of doubt, the number of any Asset Salesuch appraisals shall not be limited by the terms of Section 5.11(b) and shall be at the Loan Parties’ expense); (i) Dispositions of assets that are not permitted by any other clause of this Section, Borrower in an aggregate amount not to exceed $10,000,000 during the term of this Agreement, provided that as a condition to any such Disposition (i) such Disposition shall apply be made for fair value and at least 75% cash consideration, (ii) no Event of Default shall have occurred and be continuing at the time of, or would result from, such Disposition, (iii) the Administrative Agent shall have implemented the Non-Revolving Borrowing Base Disposition Reserve to the extent such Disposition is a Non-Revolving Borrowing Base Disposition, and (iv) all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.11(b); (j) Dispositions of assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part), so long as, (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) the Company shall have redetermined the Revolving Borrowing Base, the FILO Borrowing Base and Availability and shall deliver an updated Borrowing Base Certificate on the date of, and giving pro forma effect to such Disposition (for the avoidance of doubt, eliminating the value of the Eligible Tradenames attributable to the Canadian operations so Disposed); (k) Dispositions of Equity Interests or assets, revenue, inventory and other operations comprising the business and stores relating to Home & More, S.A. de C.V. (whether in whole or in part), so long as, (i) no Event of Default has occurred and is continuing or would immediately result therefrom, and (ii) the Company shall have redetermined the Revolving Borrowing Base, the FILO Borrowing Base and Availability; provided, for the avoidance of doubt, in connection with any such Disposition, exclusive licenses contemplated by Section 6.05(h) shall be permitted; (l) Dispositions of assets comprising the Subject Note, so long as, no Event of Default has occurred and is continuing or would immediately result therefrom; and (m) ARS Dispositions so long as (i) 100% of the Net Cash Proceeds received with respect thereto in connection therewith are applied to make prepayments the Obligations in accordance with Sections 2.10(iSection 2.11(b) and (jii) the Administrative Agent shall have implemented the ARS Disposition Reserve in accordance with Section 2.11(b); provided that: . provided, (ix) no such prepayment shall be required except with respect to Specified Permitted Dispositions, no Dispositions of Material Intellectual Property (Aor, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Asset Sale permitted by Section 6.04(b)(ii), Person (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject other than to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset SalesLoan Party) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% in no event shall the Loan Parties consummate any Disposition of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following Subject Division without the date of such Asset Sale (which certificate shall set forth the estimates prior written consent of the proceeds to be so expended); providedAdministrative Agent, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) the Required Lenders and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)FILO Agent.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan Account balances, as applicable) to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections Section 2.10(i) and (j); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d6.05(b)(ii), (e), (h), (i) or (jh), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 250,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5.0 million in Net Cash Proceeds in any fiscal year; and (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales (except Asset Sales permitted under Section 6.05(b)(v)) shall not exceed $20.0 25.0 million in any fiscal year of Borroweryear, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) by a Loan Party to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Property purchased with the Net Cash Proceeds not required thereof pursuant to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion subsection shall be applied on made subject to the last day Lien of such period as a mandatory prepayment as provided the applicable Security Documents in this Section 2.10(c).favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12;

Asset Sales. Not No later than five the first Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any Asset SaleSale Proceeds, Borrower Company shall apply 100% of offer to prepay the Net Cash Proceeds received with respect thereto to make prepayments Loans as set forth in accordance with Sections 2.10(i2.14(b) and (j); provided that: (i2.14(d) no in an aggregate amount equal to such prepayment shall be required with respect to (A) any Net Asset Sale permitted by Section 6.04(b)(ii)Proceeds; provided, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist have occurred and be continuing on or would arise therefrom and the aggregate as of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerfirst Business Day, such proceeds shall not be required to be so applied on such date to the extent that Borrower Company shall have delivered a certificate the option (exercisable upon written notice thereof to the Administrative Agent on or prior to such date stating that such first Business Day), directly or through one or more of its Subsidiaries, to invest Net Cash Asset Sale Proceeds shall be within three hundred and sixty five (365) days of receipt thereof in long-term productive assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower Company and its Subsidiaries or to make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries (it being expressly agreed that any Net Asset Sale Proceeds not so invested shall be immediately offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time that Net Asset Sale Proceeds not so invested shall equal or exceed $5,000,000 in the Subsidiariesaggregate, an amount equal to all such Net Asset Sale Proceeds shall be deposited by Company, unless waived by Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent as part of the Collateral (it being understood that, (x) so long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall release or consent to the release of such funds to Company upon delivery to Administrative Agent of a certificate of an officer of Company certifying that such funds shall, upon release of such funds, be applied in accordance this Section 2.13(a) and (y) to repair the extent such assets amounts are not applied in accordance with, and at the times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or (z) immediately paid over to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall Administrative Agent to be applied, as set forth the estimates of the proceeds to be so expendedin Section 2.14(b)); provided, howeverfurther, that if all or notwithstanding the foregoing, the Net Asset Sale Proceeds from any portion of such Net Cash Proceeds not required sale leaseback transaction permitted pursuant to Section 6.1(n) hereof shall be offered to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (ySections 2.15(b) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.14(d).

Asset Sales. Not later than five Business Days following After the receipt date hereof but prior to the Effective Time, at Parent’s direction, the Company will enter into one or more Purchase Agreements (each, a “Purchase Agreement”) pursuant to which Parent, a limited partnership or other entity to be formed by Parent or a Subsidiary of any Net Cash Proceeds Parent (in each case, an “Acquisition Vehicle”), would purchase, and the Company and certain Subsidiaries would sell, certain assets and equity interests of PropCo that are PropCo Assets (as such term is defined in the Separation and Distribution Agreement) specified by the Purchase Agreement therein that Parent in good xxxxx xxxxx necessary or appropriate to permit the assets, income, and operations of the Company and its Subsidiaries to be consistent with the status of Parent as a REIT under the Code (taking into account the transactions contemplated by the OpCo Spin-Off Agreements) from and after the Effective Time (the “Asset Sales”) on the terms and subject to the conditions specified by the Purchase Agreement therein; provided that (a) the Company’s obligation to consummate any Asset Sale, Borrower Sales as contemplated by this Section 5.18 shall apply 100% of be subject to the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: condition that (i) no such prepayment the conditions set forth in Section 6.1 and Section 6.2 have been satisfied, (ii) that Parent has confirmed that Parent is prepared to proceed immediately with the Closing, and (iii) that Parent shall have delivered to the Company the certificate referred to in Section 6.2(d); (b) concurrently with Parent’s delivery of the certificate referred to in clause (a)(iii) of this proviso, the Company shall deliver the certificate referred to in Section 6.3(d) and the documents, agreements and instruments referred to in this Section 5.18; and (c) following the delivery by Parent of the certificate referred to in clause (a)(iii) of this proviso and the delivery by the Company of the items referred to in clause (b) of this proviso, all conditions set forth in Section 6.3 shall be required with respect deemed to have been satisfied or waived. The closing of the Asset Sales would occur immediately prior to the Effective Time. The Company agrees to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all reasonable things as may be reasonably necessary to consummate and make the Asset Sales, if any, effective immediately prior to the Effective Time, including (Ai) any Asset Sale permitted by Section 6.04(b)(ii)execution and delivery of Purchase Agreements in form and substance acceptable to the Parent, (b)(iii)ii) execution and delivery of such other documents, agreements, deeds and instruments and taking such other actions as may be reasonably requested by the Parent, and (d)iii) execution and delivery of appropriate amendments to this Agreement to give effect to such Asset Sales; provided that in no event, (e)shall the Company be obligated to incur liability, (h)pay costs or other monies or take any irrevocable action prior to the time which is immediately prior to the Effective Time. Any indebtedness of the Acquisition Vehicle to the Company or any of its Subsidiaries in connection with such Asset Sales shall be on arm’s length terms. Notwithstanding anything in the foregoing, (i) any costs incurred or (j), (B) the disposition liabilities arising out of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per connection with any Asset Sale shall be deemed a Pinnacle Liability (or series as defined in the Separation and Distribution Agreement) for purposes of related Asset Salesthe Transaction Documents (as defined in the Separation and Distribution Agreement) and less than $3.0 million shall not be deemed Transaction Expenses (as defined in Net Cash Proceeds in any fiscal year; and the Separation and Distribution Agreement) and (ii) so long as no Default Asset Sale shall then exist materially delay or would arise therefrom and prevent the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% consummation of the Equity Interests of any person that owns such replacement Merger or the other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)transactions contemplated thereby.

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds of from Asset Sales (other than any Asset SaleSale of the type described in Section 6.09(a) through Section 6.09(d) or Section 6.09(f) through Section 6.09(o)), Lead Borrower shall apply 100% of prepay the Loans as set forth in Section 2.14(a) in an aggregate amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: provided, that so long as (i) no Default or Event of Default shall have occurred and be continuing as of the date of such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)Sale, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist Lead Borrower has delivered Administrative Agent prior written notice of Lead Borrower’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of replacement of the properties or would arise therefrom and assets that are the aggregate subject of such Net Cash Proceeds sale or disposition or the cost of Asset Sales shall not exceed $20.0 million in any fiscal year purchase or construction of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement other assets or fixed or capital assets used or usable useful in the business of Borrower and the SubsidiariesLoan Parties or their Subsidiaries reinvested within twelve (12) months (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof), (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale Sale, (iii) the monies are held in a Deposit Account in which certificate Collateral Agent has a perfected first-priority security interest, and (iv) the Loan Parties and their Subsidiaries complete such replacement, purchase, or construction within 12 months after the initial receipt of such monies (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof), the Loan Parties and their Subsidiaries shall set forth have the estimates option to apply such monies, in an aggregate amount not to exceed $1,250,000 in any Fiscal Year, so long as no Default or Event of Default shall have occurred and be continuing, to the costs of replacement of the proceeds assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be so expendedpaid to Administrative Agent and applied in accordance with Section 2.14(a); providedprovided further that, howevernotwithstanding the foregoing proviso, that if all Net Proceeds from Refranchising Activity, any disposition of any of the Existing Businesses or a majority of the Capital Stock of any of the Existing Businesses or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion store liquidation shall be applied on the last day of such period as a mandatory prepayment as provided in accordance with Section 2.14(a). Nothing contained in this Section 2.10(c)2.13(a) shall permit the Loan Parties or any of their Subsidiaries (other than the Excluded Entities) to sell or otherwise dispose of any assets other than in accordance with Section 6.09.

Asset Sales. Not No later than five the third Business Days Day following the date of receipt by any Abitibi Entity of any Net Cash Proceeds Asset Sale Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to (i) in the case of any Asset SaleSale of Collateral, Borrower shall apply 100% of such Net Asset Sale Proceeds, (ii) in the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) case of any Asset Sale permitted by Section 6.04(b)(ii)of property or assets of the Abitibi Entities that do not secure the Obligations or the Senior Secured Notes, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition 50% of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in such Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) Proceeds, provided, so long as no Default shall then exist or would arise therefrom and the aggregate Event of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower Default shall have delivered a certificate to the Administrative Agent occurred and be continuing on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale or caused thereby, Borrower shall have the option, directly or through one or more Guarantor Subsidiary/Affiliates, to invest such Net Asset Sale Proceeds, prior to the earlier of (which certificate shall set forth A) the estimates Maturity Date and (B) the date that is 180 days following receipt thereof, in Collateral or long-term productive assets of the proceeds general type used in the business of the Abitibi Entities, provided, that (x) no Event of Default may exist on the date of the proposed investment, and (y) Borrower deliver to Administrative Agent a certificate within 10 Business Days following receipt of any such Net Asset Sale Proceeds stating that such Net Asset Sale Proceeds shall be so expended)used for investment in accordance with the terms hereof, (iii) in the case of the Snowflake Disposition, $50,000,000 of such Net Asset Sale Proceeds, or (iv) in the case of any Asset Sale of Equity Interests of Augusta Newsprint, 100% of such Net Asset Sale Proceeds; provided, howeverthat notwithstanding the foregoing, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) Borrower shall not be so reinvested as set forth in clauses required to make any prepayment of the Loans pursuant to this Section 2.14(a) with Net Asset Sale Proceeds from (x)1) Asset Sales of property or assets of the Abitibi Entities that secure the Senior Secured Notes, (y2) sales by Holdings, ACSC or Abitibi SPV of receivables, payment intangibles, collections thereon and related assets, in each case pursuant to the ACSC Securitization Documents, and (z3) within such 360-day period, such unused portion shall be applied on sales by Borrower of preferred Equity Interests of Xxxxxxx to the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Designated Xxxxxxx Parent.

Asset Sales. (i) Not later than five fifteen (15) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleDisposition of any Property of any Credit Party (except for Dispositions of the type described in Section 3.14(c) and other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Borrower Xxxxxxx, MN 56156, which shall be subject to Section 3.14(a)(iii)) now owned or hereafter acquired, the Company shall make a written offer to the Holders (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments redeem the Obligations, if any are then outstanding, in accordance with Sections 2.10(iSection 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (j30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that: (i) that no such prepayment redemption (or offer to redeem the Obligations) shall be required under this Section 3.14(a) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)the Disposition of Property that constitutes a Casualty Event, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales Dispositions for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 100,000 in Net Cash Proceeds in any fiscal Disposition (or series of related Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not exceed $200,000 per year, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, (D) Dispositions permitted by Sections 4.32(b) other than Sections 4.32(b)(vi) and 4.32(b)(xxiv) (other than in regards to joint ventures that constitute Unrestricted Subsidiaries) (for the avoidance of doubt, clauses (B), (C) and (D) of this sentence shall not include any Disposition involving the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156, which shall be subject to Section 3.14(a)(iii)), (E) a Fundamental Change that constitutes a Disposition, (F) Dispositions, to the extent otherwise permitted under this Indenture, as a result of Agri-Energy’s performance of its obligations under the XX Xxxxx Lease Agreement, or (G) licenses (to the extent such licenses constitute Dispositions and are otherwise permitted hereunder) under the Butamax License Agreement; and (ii) and provided further that other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000, so long as no Default or Event of Default shall then exist have occurred and be continuing or would arise therefrom therefrom, the Company shall have the option upon written notice stating its intention to the Trustee and the aggregate Holders (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and the Holders) within fifteen (15) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of Asset Sales all Net Cash Proceeds from any Disposition reinvested as described below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 3.14(a)) shall not exceed an amount equal to $20.0 million 20,000,000 in any fiscal the aggregate through the Maturity Date, within one (1) year of Borrowerreceipt thereof to the costs and replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, such proceeds shall not be required to be so applied on such date in each case, to the extent that Borrower shall have delivered a certificate the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Administrative Agent on or prior Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder provided that if any amount is so committed to be reinvested within such date stating that such Net Cash Proceeds shall be used one-year period, but is not reinvested within the later to occur of (x) to purchase replacement assets or fixed or capital assets used or usable in the business six (6) months of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale commitment and (y) the end of such one-year period, the Company shall offer to redeem the Obligations in accordance with this Section 3.14(a) in accordance with the procedures outlined above without giving further effect to such reinvestment right (to the extent that the Holders have accepted the redemption offer). (ii) Each written offer to redeem the Obligations delivered to Holders in accordance with Section 3.14(a)(i) or Section 3.14(a)(iii) shall specify the section of this Indenture pursuant to which certificate the redemption shall occur, the proposed redemption date, the principal amount of the Notes to be redeemed and the amount of accrued interest due in connection therewith. Each redemption of any or all of the Obligations shall be applied according to Section 3.14(e). Redemptions shall be accompanied by accrued and unpaid interest to, but not including, the redemption date. If any Holder accepts such offer, subject to Section 3.14(e) hereof, the Credit Parties shall pay to the Trustee, for the benefit of such Holder, such Holder’s Pro Rata Share of the aggregate redemption price offered to Holders within one (1) Business Day after the thirty (30) day period after such Holder receives the offer from the Company or the Trustee, as applicable, and each such redemption shall be accompanied by a written notice to the Trustee specifying the provision pursuant to which the redemption is being made and the amount of principal and interest being paid. All offers to redeem the Obligations under this Section 3.14(a) shall be made on a pro rata basis based upon each Holder’s Pro Rata Share (with respect to Global Notes, such offers will be made pursuant to the Applicable Procedures that most nearly approximate a pro rata selection). For the avoidance of doubt, the Company shall be excused from making an offer to redeem the Obligations under Section 3.14(a)(i) to the extent that it has delivered written notice to the Trustee within fifteen (15) Business Days of receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 3.14(a)(i) (or by filing materials with the estimates Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee) provided that (i) the Company is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 3.14(a)(i) hereof and (ii) this sentence shall not be construed to limit the Company’s obligation to offer to redeem the Obligations to the extent that the Company fails to invest the applicable Net Cash Proceeds within the time periods set forth in Section 3.14(a)(i). (iii) Without limiting or otherwise modifying the provisions of the proceeds to be so expended); providedSection 4.32 hereof, however, that if all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 is subject to a Disposition, within fifteen (15) Business Days after the Net Cash Proceeds from such Disposition are received, the Company shall make a written offer to each Holder (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of such Net Cash Proceeds from such Disposition to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder) provided that no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(a)(iii) with respect to (A) Dispositions of Property that constitute Casualty Events, (B) Dispositions for fair market value resulting in no more than $500,000 in Net Cash Proceeds in any Disposition (or series of related Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not required to be exceed $2,000,000 per year, (C) Dispositions permitted by Section 4.32 (other than 4.32(b)(iii), (vi), (xx) or (xxvi)), or (D) a Fundamental Change constituting a Disposition. Any of such Net Cash Proceeds that are not so applied to make prepayments as a result of the Obligations in accordance with this clause (iiSection 3.14(a)(iii) shall not be invested, reinvested or applied, to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that all of such replacement properties and assets and/or such other assets so reinvested purchased or constructed shall constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41. (iv) Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Security Agreement) set forth in clauses the Security Agreement, promptly upon delivering notice to the Trustee (x)or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and each Holder) stating its intention to invest or reinvest the Net Cash Proceeds from a Disposition, (yall of such Net Cash Proceeds to be invested or reinvested pursuant Section 3.14(a) and (z) within such 360-day period, such unused portion shall be applied on the last day of remitted to a Deposit Account that constitutes a Collateral Account until such period as a mandatory prepayment as provided in this Section 2.10(c)amounts are so invested or reinvested.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, Borrower or agree to effect any Asset Sale, except that the following shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatbe permitted: (ia) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no such prepayment shall be required with respect longer economically worthwhile to maintain or otherwise useful in the conduct of the business of the Companies taken as a whole; (Ab) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), Sales at fair market value; provided that (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for aggregate fair market value resulting of assets disposed in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series respect of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of all Asset Sales pursuant to this clause (b) shall not exceed $20.0 40.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or the aggregate amount of Asset Sales made under this Section 6.06(b) in any portion fiscal year (beginning with the fiscal year ending December 31, 2011) shall be less than the maximum amount of Asset Sales permitted under this Section 6.06(b) for such fiscal year, then the amount of such Net Cash Proceeds not required shortfall shall be added to be applied to make prepayments as a result the amount of Asset Sales permitted under this clause Section 6.06(b) for the immediately succeeding fiscal year) and (ii) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid to Borrower or such Subsidiary solely in cash and Cash Equivalents; (c) leases of real or personal property in the ordinary course of business; (d) the Transactions as contemplated by the Transaction Documents; (e) mergers and consolidations in compliance with Section 6.05; (f) Investments in compliance with Section 6.04; (g) Dividends in compliance with Section 6.07; (h) other Asset Sales described in writing to the Lead Arrangers prior to the Effective Date; and (i) other Asset Sales for aggregate consideration not to exceed $10.0 million in any fiscal year. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.06 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor) such Collateral shall be sold free and clear of the Liens created by the Security Documents, and, so reinvested long as set forth Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in clauses (xorder to demonstrate compliance with this Section 6.06, the Agents shall take all actions that are reasonably requested by Borrower in order to evidence or effect the foregoing. For purposes of Section 6.06(b)(ii), the following shall be deemed to be cash: (ya) the assumption of any liabilities of Borrower or any Subsidiary with respect to, and the release of Borrower or such Subsidiary from all liability in respect of, any Indebtedness of Borrower or the Subsidiaries permitted hereunder (in the amount of such Indebtedness) that is due and payable within one year of the consummation of such Asset Sale and (zb) within securities received by Borrower or any Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by Borrower or such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Subsidiary into cash.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e) (solely with respect to mergers and consolidations among Loan Parties and/or their Subsidiaries), (f), (g), (h), (i) or ), (j) and (k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearyear (and thereafter only such Net Cash Proceeds in excess of $3.0 million shall be required to be applied to prepayment in accordance with this Section 2.10(c)); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to the fifth Business Day following such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed repair such assets, or capital to purchase assets used or usable useful in the business of Borrower and the its Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement assets or other such assets engages in a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.14 and, in each case, otherwise in compliance with the terms of this Agreement, no later than 360 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five three (3) Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.09(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.09(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), ) and (h), (i) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, Event or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion ( the “Non-Reinvested Asset Sale Proceeds”) shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.09(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances), to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j2.10(j); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii6.05(b)(ii), (d), (e), (h), (i) or (jm), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it such proceeding or settlement does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 250,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any four consecutive fiscal yearquarters of the Borrower; and (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any four consecutive fiscal year quarters of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital other assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Companies or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 days one year following the date of such Asset Sale (which certificate Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverthat if the Property subject to such Asset Sale constituted Collateral, then all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, further, that if all or any portion of the Property subject to such Net Cash Proceeds Asset Sale did not required constitute Collateral but the Property purchased with the net cash proceeds thereof is intended to be applied subject to make prepayments as a result the Lien created by any of the Security Documents, then all such Property purchased with the net cash proceeds thereof pursuant to this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion subsection shall be applied on made subject to the last day Lien of such period as a mandatory prepayment as provided the applicable Security Documents in this Section 2.10(c)favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less no more than $3.0 million 1,000,000 in Net Cash Proceeds in any fiscal yearyear (to the extent that either maximum amount set forth in this subclause (C) is exceeded, the Loan Parties shall be required to apply the entire amount of such Net Cash Proceeds (and not only the amount in excess of the maximum amounts set forth in this subclause) to prepay the Loans unless the Borrower shall comply with clause (c)(ii) below); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) be contractually committed to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days be so reinvested within 12 months following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day periodmonth period or, if ending later, the period ending 6 months after any such contractual commitment with respect to such Net Cash Proceeds was entered into, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following On each date on or after the receipt Closing Date upon which the Borrower or any of its Subsidiaries receives any Net Cash Proceeds of cash proceeds from any Asset SaleSale (x) derived from the sale by a Loan Party of its direct or indirect Equity Interests in SIRE or SWY or (y) in excess of $2,500,000 in the aggregate during any fiscal year, Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment net cash proceeds therefrom shall be required with respect to applied by the date that is five (A5) any Asset Sale permitted Business Days following such date as a mandatory repayment of the Loans; provided, however, that, unless such net cash proceeds are derived from the sale by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) a Loan Party of its direct or (j), (B) the disposition of assets subject to a condemnation indirect Equity Interests in SIRE or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of BorrowerSWY, such net cash proceeds shall not be required to be so applied on such date to so long as no Event of Default then exists and the extent that Borrower shall have has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds net cash proceeds shall be used (x) to purchase replacement properties or assets or fixed or capital assets to be used or usable in the business of SWY or its Subsidiaries or to replace or restore any properties or assets used by the Borrower and or its Subsidiaries (and, for the Subsidiariesavoidance of doubt, (yno such net cash proceeds shall be used for Restricted Payments or for Investments in current assets) to repair in respect of which such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 net cash proceeds were paid within 365 days following the date of the receipt of such Asset Sale net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended); provided, howeverand provided further, that if all or any portion of such Net Cash Proceeds net cash proceeds not required to be so applied pursuant to make prepayments the preceding proviso are not so used within 365 days after the date of the receipt of such net cash proceeds (or such earlier date, if any, as a result of this clause (ii) shall the Borrower or the applicable Subsidiary determines not be so reinvested to reinvest the net cash proceeds relating to such Asset Sale as set forth in clauses (xabove), (y) and (z) within such 360-day period, such unused remaining portion shall be applied on the last day of such period (or such earlier date, as a mandatory prepayment the case may be) as provided above in this Section 2.10(c2.05(b)(ii) without regard to the immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of SWY Credit Agreement has occurred, mandatory prepayments of Loans required under this Section 2.05(b)(ii) with respect to any Asset Sale by SWY or any of its Subsidiaries shall be limited to the amount of the net cash proceeds of such Asset Sale that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to the terms of its Organization Documents and the SWY Credit Agreement at the time such net cash proceeds are received or at any time thereafter.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries (other than Foreign Subsidiaries, Borrower shall apply 100% of the provided that such Net Cash Proceeds received with respect thereto of any Asset Sale by such Foreign Subsidiaries is not permitted under any applicable Requirements of Law to be transferred into the United States or the transfer thereof would or could reasonably be expected to result in any material transfer or other Tax or trigger a material increase in Tax on Holdings or any of its Subsidiaries) consummated on or after the Closing Date, Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(i2.11(l) and (j)m) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.11(g) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (ef), (g), (h) (in the case of clause (h), to the extent that the aggregate consideration (other than consideration that is contingent upon the ultimate success of such assignee’s commercialization of such Intellectual Property) is less than $15.0 million with respect to each long-term exclusive license or assignment (or in the case of related long-term exclusive licenses or assignments, each family or other group of such exclusive licenses or assignments)), (i) or ), (j), (Bk), (m), (n) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event(p), or (CB) Asset Sales for fair market value resulting in no more than $1.0 15.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 40.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate amount of such Net Cash Proceeds from such Asset Sale (or series of related Asset Sales Sales) shall not exceed $20.0 million in any fiscal year of Borrower100.0 million, such proceeds shall not be required to be so applied on such date to the extent that Borrower the Borrowers shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in fixed, capital or fixed or capital other long-term assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Holdings or (z) to acquire 100% any of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days its Subsidiaries within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) within either such 12-month period and (z) within such 360-day periodHoldings, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.11(g); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not After the satisfaction of the Discharge Conditions, not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(b) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.10(b); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(iSection 2.10(h) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 5,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are reasonably expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than Loan Party within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); providedprovided that, howeverif the property subject to such Asset Sale constituted Collateral, that then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(e) and (jf); provided that: (i) so long as no Event of Default shall then exist or arise therefrom, no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i6.06(a) or (jSection 6.06(g), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 10.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 365 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five three (3) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply 100% make (in addition to any prepayments required by Section 2.10(b) (which shall be made regardless of the Net Cash Proceeds received with respect thereto to make whether any prepayment is required under this paragraph (c)), prepayments in accordance with Sections 2.10(iSection 2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.06 other than clauses (b)(iii), (d), (e), (hb), (i) or and (j)k) thereof, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5.0 million in Net Cash Proceeds in any fiscal year; and (ii) subject to any requirement for a prepayment made under Section 2.10(b) and so long as no Event of Default or Cash Dominion Trigger Event shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Administrative Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Funding Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable to make Permitted Acquisitions (and, in the business case of Borrower and the SubsidiariesNet Cash Proceeds from an Asset Sale made pursuant to Section 6.06(k), (y) such Net Cash Proceeds may also be used to repair such assets or (z) to acquire 100make investments in joint ventures so long as a Company owns at least 50% of the Equity Interests of any person that owns in such replacement or other such assets no later than 360 joint venture) within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11 and Section 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(e) and (j)f) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iiic)-(h), (d), j) and (e), (h), (i) or (jk), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 20.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower the Ultimate General Partner shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following Following the receipt of any Net Cash Proceeds of any Asset SaleSale after the Restatement Date, Borrower shall apply 100% (x) at the option of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject Borrower pursuant to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series written notice of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have reinvestment delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in Agent, the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (A) within twelve (12) months following receipt of such Net Cash Proceeds or (B) if within twelve (12) months following receipt thereof the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds, within 180 days of the date of such legally binding commitment; provided that (1) if the assets subject to such Asset Sale constituted Real Property, such reinvestment may not required to be applied to make prepayments as made in assets other than Real Property (other than fixtures that are depreciated on a result book value basis in accordance with GAAP within four years or less), (2) if an Event of this clause (ii) Default shall have occurred and be continuing, the Borrower shall not be so reinvested as set forth permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuing) and, (23) if the assets subject to such Asset Sale constituted Xxxxxxxx Collateral, such reinvestment may only be in clauses assets constituting Xxxxxxxx Collateral and (x)4) following the Springing Covenant Trigger Date, if the assets subject to such Asset Sale constituted Specified Real Property that is Collateral, such reinvestment may only be made in Specified Real Property that is Collateral (or that will, upon such reinvestment become Collateral) and (y) and (z) within any remaining Net Cash Proceeds from such 360-day period, such unused portion Asset Sale shall be applied on the last day of such period twelve-month or 180-day period, as a mandatory applicable, to the prepayment as provided in of the Loans pursuant to this Section 2.10(c2.03(bf) or (j)., as applicable. Notwithstanding the foregoing, no such prepayment shall be required under this Section 2.03(b) with respect to: (A) amounts not in excess of the Required ABL Prepayment Amount on such date;

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (jSection 2.10(g); provided that: (i) no such prepayment shall be required under this Section 2.10(c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds of any such Asset Sales for fair market value resulting do not result in no more than $1.0 million in 1,000,000 (the “Asset Sale Threshold” and the Net Cash Proceeds per in excess of the Asset Sale (or series of related Asset SalesThreshold, the “Excess Net Cash Proceeds”) and less than $3.0 million in Net Cash Proceeds in any fiscal year; andprovided that clause (B) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such with respect to Excess Net Cash Proceeds of Asset Sales shall not exceed totaling less than $20.0 million 25,000,000 (as determined in any fiscal year of Borrowerthe aggregate for all received Excess Net Cash Proceeds after the Closing Date), such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to (A) reinvests such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable proceeds in the business of Borrower and the SubsidiariesQualified Reinvestment Property, (y) to repair such assets or (zB) commits to acquire 100% of the Equity Interests of any person that owns reinvest such replacement or other such assets no later than 360 days following proceeds in Qualified Reinvestment Property within 12 months after the date of receipt thereof and actually reinvests such Asset Sale proceeds within six months after entering into such commitment; provided that the Loan Parties shall comply with Sections 5.11 and 5.12 (which certificate shall within the time frames set forth therein) and with the estimates applicable provisions of the proceeds to be so expended)Security Documents; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds is not required to be applied to make prepayments so reinvested within such 12-month period (as a result of this extended in accordance with clause (ii) shall not be so reinvested as set forth in clauses (xabove), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c). For purposes of clarification, the Loan Parties acknowledge that on and after the time upon which the Excess Net Cash Proceeds from Asset Sales described in this Section 2.10(c) other than Excess Net Cash Proceeds described in clause (c)(i)(A) above and received after the Closing Date total more than $25,000,000, such excess shall be applied towards prepayments in accordance with Section 2.10(g).

Asset Sales. Not later than five Business Days following the receipt The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of any Net Cash Proceeds of their respective assets or any interest therein (including the sale or factoring at maturity of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset Sale, Borrower shall apply 100% ”) except for the following: (a) the sale or disposition of inventory in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Net Cash Proceeds received with respect thereto Borrower or any of its Subsidiaries (or, as long as no Default exists or would result therefrom, deed in lieu thereof); (c) as long as no Default exists or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) as long as no Default exists or would result therefrom, the sale or disposition of assets (including the issuance or sale of Stock or Stock Equivalents) of any Subsidiary that either (i) is not a Wholly-Owned Subsidiary or (ii) is an Immaterial Subsidiary that, in each case, both at the time of such sale and as of the Closing Date (or if later, the time of formation or acquisition of such Subsidiary), do not constitute, in the aggregate, all or substantially all of the assets (or the Stock or Stock Equivalents) of such Subsidiary; (e) as long as no Default exists or would result therefrom, the lease or sublease of Real Property not constituting a sale and leaseback, to make prepayments the extent not otherwise prohibited by this Agreement or the Mortgages; (f) as long as no Default exists or would result therefrom, non-exclusive assignments and licenses of intellectual property of the Borrower and its Subsidiaries in accordance with Sections 2.10(ithe ordinary course of business; (g) as long as no Default exists or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business; (j); provided that:h) any Asset Sale (i) to the Borrower or any Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (i) as long as no such prepayment shall be required with respect to Default exists or would result therefrom, any other Asset Sale for Fair Market Value and where (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) at least 75% of the consideration received therefor is cash or (j), Cash Equivalents and (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Non-Cash Consideration from such Asset Sale and all other Asset Sales for fair market value resulting made in no more than $1.0 million in Net Cash Proceeds per Asset Sale reliance upon this subclause (or series of related Asset SalesB) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and during (iix) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall Relief Period does not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower 0.00 and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of any Fiscal Year not entirely within the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Relief Period does not exceed $10,000,000; provided, however, that if all or with respect to any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of Asset Sale in accordance with this clause (iii), the aggregate consideration received for the sale of all assets sold in accordance with this clause (i) during any Fiscal Year, including such Asset Sale, shall not be so reinvested as set forth in clauses exceed the lesser of (x), (yI) $10,000,000 and (zII) within such 360-day period, such unused portion shall be applied on 5% of Consolidated Tangible Assets as of the last day of the immediately preceding Fiscal Year; (j) any single transaction or series of related transactions so long as neither such period as single transaction nor such series of related transactions involves assets having a mandatory prepayment as Fair Market Value of more than $2,000,000; (k) Asset Sales permitted by Section 7.13, Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.05; (l) the Foreign Subsidiary Reorganization; (m) the Form 10 Transactions by and among the Borrower and its Subsidiaries and BWC and its Subsidiaries reasonably necessary to effectuate the Spinoff; (n) any Asset Sale of (i) Project Top Hat and (ii) the China JV; (o) the sale of Selected Assets at Fair Market Value and in accordance with the Plan and the Orion Plan on terms and conditions and pursuant to documentation satisfactory to the Administrative Agent and the Required Lenders; provided that (1) the terms and conditions of the documentation relating to such Asset Sales shall be satisfactory to the Required Lenders and the Administrative Agent and (2) to the extent that such documentation is satisfactory, the parties hereto agree to revisit (x) the Relief Period Sublimit and (y) the covenants set forth in this Section 2.10(cSections 7.16(a) and (b), taking into account the EBITDA and working capital needs associated with the Selected Assets being sold and the application of the sale proceeds thereof; and (p) any Asset Sale of Project Burn; provided that the Initial Tranche A Term Loan Funding shall have been made available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day prior to the consummation thereof.

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 500,000725,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $2,500,0003,625,000 in any fiscal year of Holdings (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), or (h) shall then exist or would immediately arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 12 months (yor within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within 12 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are subject to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period12 month period (and actually reinvested within 18 months of the receipt of the Net Cash Proceeds related thereto), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), (h), (i) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than within 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five (or in the case of any Asset Sale by a Foreign Subsidiary, ten) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(f) and (j)g) in an aggregate amount of Net Cash Proceeds from such Asset Sale equal to the amount necessary to cause the First-Lien Leverage Ratio to not be greater than 2.25 to 1.00 upon giving effect to such prepayment; provided provided, that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i6.06(a) or (jSection 6.06(g), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 20.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and); (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in Capital Assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days a Permitted Acquisition within 12 months following the date of such Asset Sale (which certificate Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverfurther, that that, if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and (iii) notwithstanding any other provisions of this Section 2.10(c), to the extent any or all of the Net Cash Proceeds from any Asset Sale received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of Borrower or any applicable Domestic Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence as determined in good faith by the Borrower in consultation with the Administrative Agent) or if the Borrower has determined in good faith in consultation with the Administrative Agent that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to make such prepayments as provided in this Section 2.10(c) but may be retained by the applicable Foreign Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower has determined in good faith in consultation with the Administrative Agent that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith in consultation with the Administrative Agent that such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.10(c).

Asset Sales. Not Except as otherwise agreed by Lender, not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (jSection 2.08(h); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall shall, to the knowledge of any Responsible Officer, then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 2,500,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have (x) deposited such proceeds into the Line of Credit Loan, Asset Sale and Casualty Proceeds Account, subject to disbursement in accordance with the terms of the Security Agreement, and (y) delivered a certificate an Officers’ Certificate to the Administrative Agent Lender on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or reinvested in fixed, capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such tangible, and in connection with the permitted purchase of a business, intangible assets no later than 360 within 180 days following the date of such Asset Sale Sale, or if committed to be reinvested within such 180-day period, within 180 days thereafter (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); providedprovided that (X) Borrower shall be permitted to apply up to $10,000,000 of Net Cash Proceeds of the Winchester Disposition to general corporate purposes, howeverand (Y) Borrower shall be permitted to apply amounts in excess thereof (A) toward restructuring charges specified in an Officer’s Certificate delivered to Lender on or prior to the date of the Winchester Disposition stating that such Net Cash Proceeds are expected to be reinvested in fixed, that capital or other tangible, and in connection with the permitted purchase of a business, intangible assets within twelve (12) months following the date of the Winchester Disposition, or if committed to be reinvested within such twelve (12)-month period, within twelve (12) months thereafter (or, in the case of Real Property assets, within twenty-four (24) months thereafter), or (B) if the aggregate amount of Working Capital Loans shall then equal the Working Capital Loan Commitment, to working capital of Borrower; and provided further that, in any event, if the property subject to such Asset Sale constituted Collateral, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in favor of Lender in accordance with Section 5.09(a) and Section 5.11; and (ii) if all or any portion of such Net Cash Proceeds is not required so reinvested within such time periods, or committed to be reinvested within such time periods (and in such case, applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (xwithin the applicable time period thereafter), (y) and (z) within such 360-day period, then such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.08(c).

Asset Sales. Not later than five (or in the case of any Asset Sale by a Foreign Subsidiary, ten) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.5 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year); and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets reinvested in Capital Assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days a Permitted Acquisition within 12 months following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five three (3) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrowers shall apply make prepayments and prepayment offers in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: (i) no such prepayment or prepayment offer shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.06 other than clauses (b)(iii), (d), (e), (hb), (i) or and (j)k) thereof, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Administrative Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable to make Permitted Acquisitions (and, in the business case of Borrower and the SubsidiariesNet Cash Proceeds from an Asset Sale made pursuant to Section 6.06(k), (y) such Net Cash Proceeds may also be used to repair such assets or (z) to acquire 100make investments in joint ventures so long as a Company owns at least 50% of the Equity Interests of any person that owns in such replacement or other such assets no later than 360 joint venture) within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a to mandatory prepayments and prepayment offers as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt The Company will not and will not permit any Subsidiary to, directly or indirectly, make any sale, transfer, lease (as lessor), loan or other disposition of any Net Cash Proceeds of any property or assets (an “Asset Sale”) other than (a) Asset Sales in the ordinary course of business; (b) Asset Sales of property or assets by a Subsidiary to the Company or a Wholly-Owned Subsidiary; or (c) other Asset Sales, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments provided that in accordance with Sections 2.10(i) and (j); provided that:each case (i) no such prepayment shall be required with respect to immediately before and after giving effect thereto, (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) no Default or (j), Event of Default shall have occurred and be continuing and (B) the disposition Company would be permitted to incur at least $1 of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventadditional Indebtedness under Section 10.1(a), or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate net book value of property or assets disposed of in such Asset Sale and all other Asset Sales by the Company and its Subsidiaries during the immediately preceding twelve months does not exceed 15% of Consolidated Capitalization (as of the last day of the quarterly accounting period ending on or most recently prior to the last day of such Net Cash Proceeds twelve month period), and provided further that for purposes of clause (ii) above there shall be excluded the net book value of property or assets disposed of in an Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date Sale if and to the extent that Borrower shall have delivered a certificate such Asset Sale is made for cash, payable in full upon the completion of such Asset Sale, and an amount equal to the Administrative Agent on net proceeds realized upon such Asset Sale is applied by the Company or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in Subsidiary, as the business of Borrower and case may be, within one year after the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the effective date of such Asset Sale (which certificate shall set forth x) to reinvest in similar categories of property or assets for use in the estimates business of the proceeds to be so expended); provided, however, that if all Company and its Subsidiaries or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) to repay Indebtedness (and in that connection the Company shall have made an offer to purchase, at not less than par and otherwise in accordance with Section 8.5, Notes in an unpaid principal amount at least equal to a pro rata portion of all such Indebtedness to be repaid, allocated among all Notes tendered). For purposes of this Section 10.5 any shares of Voting Stock of a Subsidiary that are the subject of an Asset Sale shall be valued at the greater of (1) the fair market value of such shares as determined in good faith by the Board of Directors of the Company and (z2) within such 360-day period, such unused portion shall be applied on the last day aggregate net book value of the assets of such period as Subsidiary multiplied by a mandatory prepayment as provided fraction of which the numerator is the aggregate number of shares of Voting Stock of such Subsidiary disposed of in this Section 2.10(c)such Asset Sale and the denominator is the aggregate number of shares of Voting Stock of such Subsidiary outstanding immediately prior to such Asset Sale.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e) (solely with respect to mergers and consolidations among Loan Parties and/or their Subsidiaries), (f), (g), (h), (i) or ), (j) and (k), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 6.0 million in Net Cash Proceeds in any fiscal yearyear (and thereafter only such Net Cash Proceeds in excess of $6.0 million shall be required to be applied to prepayment in accordance with this Section 2.10(c)); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to the fifth Business Day following such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed repair such assets, or capital to purchase assets used or usable useful in the business of Borrower and the its Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement assets or other such assets engages in a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.14 and, in each case, otherwise in compliance with the terms of this Agreement, no later than 360 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following If the receipt Borrower or any of its Restricted Subsidiaries disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to Section 7.05(w) which, in any such case, results in the realization by such Person of Net Cash Proceeds of any Asset SaleProceeds, the Borrower shall apply prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received with respect thereto to make therefrom in excess of $50,000,000 (less any exclusion of prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such from Net Cash Proceeds of Extraordinary Receipts applied to the $50,000,000 threshold set forth in clause (iii) below) in the aggregate for the Net Cash Proceeds received from all such Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, during the immediately preceding twelve month period on the next Business Day following receipt thereof by such proceeds shall not be required Person (such prepayments to be so applied on such date as set forth in clause (v) below); provided that with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.05(b)(ii), at the extent that election of the Borrower shall have delivered a certificate (as notified by the Borrower to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate Sale), and so long as no Event of Default shall set forth have occurred and be continuing, the estimates of the proceeds to be so expended); provided, however, that if Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not required to be applied to make prepayments in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of this clause such acquisition) so long as (iiA) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not be subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in clauses (x), (ythis Section 2.05(b)(ii) and (zii) within such 360-day period, such unused portion shall be applied on the last day use of such period proceeds for working capital shall not qualify as a mandatory prepayment as provided permitted reinvestment hereunder except in this Section 2.10(c)the case of an acquisition of a Person or business that includes working capital.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Restricted Subsidiaries, Borrower shall apply make or cause to be made such prepayments and reductions in an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)excess of $1,000,000 in the aggregate; provided that: (iA) no such prepayment or reduction shall be required under this section with respect to (A1) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiib), (c), (d), (ef), (g), (h), (i) or ), (j), (Bk), (l), (m), (n), (o), (p), (q) or (r); (2) the disposition granting of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventany Lien permitted by Section 6.02, or (C3) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per any Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearpermitted by Section 6.05; and (iiB) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement reinvested in assets or fixed or capital assets used or usable useful in the business of Borrower and the Subsidiaries, or any of its Subsidiaries (yother than reinvestments in assets classified as current assets) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within 12 months following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 12 months after such Asset Sale, within 12 months following the receipt thereof (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within either such 36012-day month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment or reduction as provided in this Section 2.10(csection (it being understood that, if within either such 12-month period Borrower (or one of its Subsidiaries) has contractually committed to so reinvest Net Cash Proceeds, then any Net Cash Proceeds so committed will be exempt from the prepayment required pursuant to this section, so long as such funds are in fact reinvested as provided above within eighteen months after such Asset Sale).

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds of any from Asset SaleSales consummated pursuant to Section 6.09(e), Borrower shall apply 100% of prepay the Loans as set forth in Section 2.14(a) in an aggregate amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: provided, that so long as (i) no Default or Event of Default shall have occurred and be continuing as of the date of such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)Sale, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist Borrower has delivered Collateral Agent prior written notice of Borrower’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of replacement of the properties or would arise therefrom and assets that are the aggregate subject of such Net Cash Proceeds sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries reinvested within six months (or within nine months following receipt thereof if a contractual commitment to reinvest is entered into within nine months following receipt thereof), following the date of such Asset Sales Sale, (iii) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, and (iv) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies, in an aggregate amount not to exceed $20.0 million 100,000 in any fiscal year of BorrowerFiscal Year, such proceeds shall not be required to be so applied on such date to the extent costs of replacement of the assets that Borrower shall have delivered a certificate to are the Administrative Agent on subject of such sale or prior to such date stating that such Net Cash Proceeds shall be used (x) to disposition or the costs of purchase replacement or construction of other assets or fixed or capital assets used or usable useful in the business of Borrower and its Subsidiaries unless and to the Subsidiariesextent that such applicable period shall have expired without such replacement, (ypurchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Administrative Agent and applied in accordance with Section 2.14(a); provided further that, notwithstanding the foregoing proviso, all Net Proceeds from Refranchising Activity shall be applied in accordance with Section 2.14(a). Nothing contained in this Section 2.13(a) shall permit Borrower or any of its Subsidiaries to repair such assets sell or (z) to acquire 100% of the Equity Interests otherwise dispose of any person that owns such replacement or assets other such assets no later than 360 days following in accordance with Section 6.09. Notwithstanding anything to the date contrary herein, any issuance by Parent of such its Capital Stock resulting in a Change of Control shall constitute an Asset Sale subject to this Section 2.13(a) (which certificate without giving effect to the reinvestment right described herein), and Borrower shall set forth prepay the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested Loans as set forth in clauses Section 2.14(a) in an amount equal to the aggregate Net Proceeds received by Parent (x), (yor any Subsidiary thereof) in connection with any and (z) within such 360-day period, such unused portion shall be applied on all issuances of the last day Capital Stock of such period as a mandatory prepayment as provided in this Section 2.10(c)Parent since the Closing Date.

Asset Sales. Not later than five the third Business Days Day following the date of receipt by Parent or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Asset SaleSale by any Credit Party, the Borrower shall apply 100% of prepay the Borrowings in an aggregate amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: (i) no such prepayment shall be required with , except in the case of Net Proceeds in respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting made pursuant to Section 6.4(a)(xiv) in no more than $1.0 million in any Fiscal Year that, together with all Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (iirespect of other Asset Sales made pursuant to Section 6.4(a)(xiv) during such Fiscal Year, exceed $100,000,000, so long as no Default or Event of Default shall then exist or would arise therefrom have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the aggregate Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) within 365 days after the receipt of such Net Cash Proceeds (or within 180 days following the end of Asset Sales shall not exceed $20.0 million such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in any fiscal year of Borrower, which case during such proceeds period the Borrower shall not be required to be so applied on make such date prepayment to the extent of the amount set forth in such certificate; provided further that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that any such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in that are not so reinvested by the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date end of such Asset Sale 365-day period (which certificate shall as such period may be extended as set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to above) shall be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on prepay the last day Borrowings promptly upon the expiration of such period as a mandatory prepayment as provided in this Section 2.10(c)period.”

Asset Sales. Not later than five Business Days following On the receipt twelve (12) calendar month anniversary of the date of any Net Cash Proceeds disposition or sale of any Asset Sale, assets by the Borrower shall apply 100% or any of the Net Cash Proceeds received with respect thereto to make prepayments its Subsidiaries in accordance with Sections 2.10(i) and (j)Section 7.4 hereof, the Borrower shall make a repayment of the Loans then outstanding in an amount equal to such Net Proceeds; provided that: PROVIDED, HOWEVER, that prior to the occurrence or continuance of a Default of Event or Default, the Borrower shall not be required to make a repayment hereunder with respect to a sale of assets (i) no in the ordinary course of the Borrower's or its Subsidiaries' businesses the Net Proceeds of which have been used by the Borrower or its Subsidiaries to acquire or purchase an asset as a substitute or replacement of the asset disposed of within twelve (12) months of the date of such prepayment shall be required asset disposition so long as the Borrower is in compliance with respect to all terms and conditions of this Agreement, (ii) the Net Proceeds of which do not exceed (A) $5,000,000 for any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale single transaction (or series of related Asset Salestransactions), and (B) and less than $3.0 million 15,000,000 in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate during the term hereof, (iii) in the event that Borrower delivers to the Administrative Agent evidence that the Net Proceeds of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in disposition have been used by the Borrower or its Subsidiaries for any fiscal year of sale/leaseback or similar arrangement involving the Borrower's towers, such proceeds shall not be required to be so applied on such date (iv) to the extent that Borrower shall have delivered a certificate the Total Leverage Ratio is less than 6.0 to 1.0 (before and after giving effect to the Administrative Agent on application of such proceeds), and the after-tax Net Proceeds of which are used to retire in whole or prior in part the Junior Preferred Stock or (v) the Net Proceeds of which were realized from the sale of the to-be-acquired Triton Kansas Properties in excess of 7.00 to such date stating 1.00 EBITDA, provided that such sale is consummated within twelve (12) months of the acquisition of such properties. Subject to Section 2.7(b)(xii) hereof, the amount of the Net Cash Proceeds required to be repaid under this Section 2.7(b)(vi) shall be used applied to the Term Loans then outstanding (xon a pro rata basis for all Term Loans) in inverse order of maturity for each Term Loan, second to the Revolving Loans and then, if applicable, to the Incremental Facility Loans. Accrued interest on the principal amount of the Loans being prepaid pursuant to this Section 2.7(b)(iv) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth prepayment will be paid by the estimates of the proceeds to be so expended); provided, however, that if all or any portion of Borrower concurrently with such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)principal prepayment.

Asset Sales. Not later than five Business Days following The Borrowers will not, nor will the receipt Lead Borrower permit any of the other Credit Parties to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds of asset, including any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatcapital stock or other equity interests except: (ia) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) sales of Inventory in each case in the disposition ordinary course of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventbusiness, or (Cii) Asset Sales for fair market value resulting used or surplus equipment, or (iii) Permitted Investments; (b) sales, transfers and dispositions among the Credit Parties; (c) sales or other transfers of assets pursuant to store closures provided that in no any Fiscal Year, Borrowers shall not close more than ten percent (10%) of the total number of Borrowers’ stores open at the beginning of such Fiscal Year; (d) other sales, transfers, or dispositions of assets not in the ordinary course of business and not pursuant to store closures; provided that (y) no Default or Event of Default then exists or would arise therefrom, and (z) in the event that the aggregate amount of any such sale, transfer or disposition exceeds $1.0 million 15,000,000, the Pro Forma Availability Condition shall be satisfied after giving effect to such sale, transfer or disposition. (e) sales or issuances by the Lead Borrower of any of its capital stock or other equity interests that do not result in Net Cash Proceeds per Asset Sale a Change in Control; (f) sales or series issuances of related Asset Salescapital stock or other equity interests to any Borrower; (g) and the sale of any Real Property provided that (i) the consideration for such sale is not less than $3.0 million the fair value of such Real Property and (ii) a Credit Party in Net Cash Proceeds in any fiscal yearconnection with such sale enters into a lease of such Real Property on terms reasonably acceptable to the Administrative Agent; and (iih) so long as no Default shall then exist the sale, transfer or would arise therefrom disposition of accounts receivable in connection with the compromise, settlement or collection thereof. provided that all sales, transfers, leases and other dispositions of Inventory and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds thereof shall be used (x) to purchase replacement assets made for cash consideration or fixed or capital assets used or usable in the business of Borrower on customary terms, and the Subsidiariesfurther provided that that all sales, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or transfers, leases and other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in dispositions permitted by clauses (xa)(i), (ya)(ii), (c) and (zd) within such 360-day period, such unused portion above shall be applied on made at arm’s length and for fair value; and further provided that the last day authority granted hereunder may be terminated in whole or in part by the Agents upon the occurrence and during the continuance of such period as a mandatory prepayment as provided in this Section 2.10(c)any Event of Default.

Asset Sales. Not Subject to the provisions of the First Lien Loan Documents as in effect on July 27, 2012 (or thereafter as such provisions may be modified in accordance with the Intercreditor Agreement), not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.05(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 2,000,000 in Net Cash Proceeds in any fiscal yearFiscal Year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 2,000,000 in any fiscal year Fiscal Year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) reinvested or committed by bona fide written contract to purchase replacement assets or be reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required so reinvested or committed by bona fide written contract to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused or uncommitted portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by US Borrower or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iii), (d), (e), (h), (ic) or (jf), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than the Dollar Equivalent of $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than the Dollar Equivalent of $3.0 million 2,500,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed the Dollar Equivalent of $20.0 million 5,000,000 in any fiscal year of BorrowerBorrowers, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate an Officers’ Certificate to the Administrative Agent Agents on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, Borrower or agree to effect any Asset Sale, except that the following shall apply 100% be permitted: (a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Holdings, no longer economically practicable to maintain or useful in the conduct of the Net business of the Companies taken as a whole; (b) Asset Sales; provided that (i) the aggregate consideration received in respect of any such Asset Sale pursuant to this clause (b) (x) shall be in an amount at least equal to the fair market value thereof and (y) shall consist of not less than 75% cash and Cash Proceeds Equivalent consideration (excluding any consideration arising from the assumption of liabilities other than Indebtedness), (ii) no Event of Default has occurred and is continuing or would result therefrom and (iii) except in the case of any Asset Sale for which, under the definitions of Consolidated EBITDA and Consolidated Interest Expense, no calculation on a Pro Forma Basis is required, Holdings shall be in compliance on a Pro Forma Basis after giving effect to such Asset Sale with each of the covenants set forth in Sections 6.10(a) and (b) for the Test Period then last ended; provided, further, that, solely for purposes of clause (i)(y) above, (x) Designated Non-cash Consideration received by Holdings or such Subsidiary in such Asset Sale with an aggregate fair market value of all such Designated Non-cash Consideration received and not disposed of (and without giving effect to any subsequent change in value thereof) not exceeding $100.0 million from and after the Closing Date and (y) any Indebtedness of any Loan Party, other than Indebtedness that is by its terms subordinated to the payment in cash of the Obligations, that is assumed by the transferee with respect thereto to make prepayments the applicable Asset Sale and for which Holdings or the relevant Loan Party shall have been validly released by all applicable creditors in writing, shall be deemed to be cash; (c) leases or subleases of real or personal property in the ordinary course of business and in accordance with Sections 2.10(ithe applicable Security Documents; (d) the disposition of property which constitutes a Casualty Event; (e) mergers and consolidations in compliance with Section 6.05; (jf) Investments in compliance with Section 6.04; (g) Sale and Leaseback Transactions of property acquired after the Closing Date so long as the Attributable Indebtedness with respect to such Sale and Leaseback Transaction is permitted to be incurred pursuant to Section 6.01; (h) any long-term exclusive license to, or an assignment of, the right to commercialize Intellectual Property (including the rights to make, have made, use, sell, offer for sale and import Intellectual Property and any associated goodwill); provided that:; (i) no Permitted Liens; (j) dispositions consisting of the sale, transfer, assignment or other disposition of accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (k) the surrender, waiver or settlement of contractual rights or claims and litigation claims in the ordinary course of business; (l) the sale of Equity Interests in a joint venture pursuant to drag along and similar rights or obligations under agreements relating to such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), joint venture; (i) or Asset Sales by any Loan Party to another Loan Party, and (j), ii) Asset Sales by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (Bn) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement Asset Sales to the extent it does not constitute a Casualty Event, that (i) the property disposed of is exchanged for credit against the purchase price of similar replacement property or (Cii) the proceeds of such Asset Sale are reasonably promptly applied to the purchase price of such replacement property; (o) Asset Sales for of intangible property to Foreign Subsidiaries made as part of the tax planning strategy of Holdings and its Subsidiaries; provided that (i) the aggregate consideration received or receivable in respect of any such Asset Sale pursuant to this clause (o) shall be in an amount at least equal to the fair market value resulting in no more than thereof and (ii) the aggregate fair market value of all assets transferred under this clause (o) after the Closing Date shall not exceed $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year200.0 million; and (iip) so long as no Default shall then exist or would arise therefrom and Asset Sales of Equity Interests in any Subsidiary acquired in connection with any a Permitted Acquisition prior to the aggregate time of such Net Cash Proceeds Subsidiary becoming a Wholly Owned Subsidiary, in each case pursuant to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or the exercise of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerwarrants, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on options or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets other securities convertible into or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of exchangeable for the Equity Interests of any person that owns such replacement Subsidiary, so long as such rights, plans, warrants, options or other such assets no later than 360 days following the date securities were not entered into or issued in connection with or in contemplation of such Asset Sale (which certificate shall set forth the estimates person becoming a Subsidiary of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Holdings.

Asset Sales. Not later than five Business Days following In the receipt event and on each occasion that any net cash proceeds are received by or on behalf of the Borrower or any Net Cash Proceeds of its Subsidiaries in respect of any Asset SaleSale in reliance on Section 6.8(r), the Borrower shall apply shall, within ten Business Days after such net cash proceeds are received, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of the Net net cash proceeds net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, in the case of any Asset Sale in reliance on Section 6.8(r), so long as no Event of Default has occurred and is continuing, if the Borrower and the Subsidiaries invest (or commit to invest) the net cash proceeds from such event (or a portion thereof) within 450 days after receipt of such net cash proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries (including acquisitions or other Investments permitted under Section 6.6 (other than cash and Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (jEquivalents); provided that: (i) ), then no such prepayment shall be required with pursuant to this paragraph in respect to of such net cash proceeds in respect of such event (Aor the applicable portion of such net cash proceeds, if applicable) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement except to the extent it does of any such net cash proceeds therefrom that have not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale been so invested (or series of related Asset Salescommitted to be invested) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and by the aggregate end of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required 450 day period (or if committed to be so applied on invested within such date to the extent that Borrower 450 day period, have not been so invested within 630 days after receipt thereof), at which time a prepayment shall have delivered a certificate to the Administrative Agent on or prior be required in an amount equal to such date stating net cash proceeds that such Net Cash Proceeds shall be used have not been so invested (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds committed to be so expendedinvested); provided, howeverfurther, that if all or any the Borrower may use a portion of such Net Cash Proceeds net cash proceeds to prepay or repurchase any Permitted First Lien Debt to the extent Permitted First Lien Debt Documents require such a prepayment or repurchase thereof with the proceeds of such Asset Sale, in each case in an amount not to exceed the lesser of (i) the amount required to be applied to make prepayments as a result of this clause under the Permitted First Lien Debt Documents and (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied a pro rata payment amount based on the last day outstanding principal amounts of such period as a mandatory prepayment as provided in this Section 2.10(c)Permitted First Lien Indebtedness and the Loans.

Asset Sales. Not later than five Business Days following In the receipt event and on each occasion that any net cash proceeds are received by or on behalf of the Borrower or any Net Cash Proceeds of its Subsidiaries in respect of any Asset SaleSale in reliance on Section 6.8(r), the Borrower shall apply shall, within ten Business Days after such net cash proceeds are received, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of the Net net cash proceeds net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, in the case of any Asset Sale in reliance on Section 6.8(r), so long as no Event of Default has occurred and is continuing, if the Borrower and the Subsidiaries invest (or commit to invest) the net cash proceeds from such event (or a portion thereof) within 450 days after receipt of such net cash proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries (including acquisitions or other Investments permitted under Section 6.6 (other than cash and Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (jEquivalents); provided that: (i) ), then no such prepayment shall be required with pursuant to this paragraph in respect to of such net cash proceeds in respect of such event (Aor the applicable portion of such net cash proceeds, if applicable) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement except to the extent it does of any such net cash proceeds therefrom that have not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale been so invested (or series of related Asset Salescommitted to be invested) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and by the aggregate end of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required 450 day period (or if committed to be so applied on invested within such date to the extent that Borrower 450 day period, have not been so invested within 630 days after receipt thereof), at which time a prepayment shall have delivered a certificate to the Administrative Agent on or prior be required in an amount equal to such date stating net cash proceeds that such Net Cash Proceeds shall be used have not been so invested (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds committed to be so expendedinvested); provided, howeverfurther, that if all or any that, subject to the Closing Date Intercreditor Agreement, the Borrower may use a portion of such Net Cash Proceeds not required net cash proceeds to be applied prepay or repurchase any Permitted First Lien Debt to make prepayments as the extent Permitted First Lien Debt Documents require such a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on prepayment or repurchase thereof with the last day proceeds of such period as a mandatory prepayment as provided Asset Sale, in this Section 2.10(c)each case in an amount not to exceed the amount required under the Permitted First Lien Debt Documents.

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member not prohibited hereunder) and excluding sales and dispositions otherwise permitted under Section 6.05 (other than clause (b) thereof), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds from any single Asset Sales for fair market value resulting Sale do not result in no more than $1.0 million in 500,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $2,500,000 in any fiscal year of Holdings (the “Asset Sale (or series of related Asset Sales) Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal year; andexcess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”); (ii) so long as no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), or (h) shall then exist or would immediately arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 12 months (yor within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within 12 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale; provided that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or otherwise acquired with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien (which certificate shall set forth the estimates subject to Permitted Liens) of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; provided, however, that and (iii) if all or any portion of such Excess Net Cash Proceeds not required that are subject to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period12 month period (and actually reinvested within 18 months of the receipt of the Net Cash Proceeds related thereto), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, Borrower or agree to effect any Asset Sale, except that the following shall apply 100be permitted: (a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) Asset Sales at fair market value; provided that (i) at the time of such Asset Sale, no Default shall exist or would result from such Asset Sale, (ii) the aggregate fair market value of assets disposed in respect of all Asset Sales pursuant to this clause (b) shall not exceed $10.0 million in any four consecutive fiscal quarters of Borrower, and (iii) at least 75% of the Net purchase price for all property subject to such Asset Sale shall be paid to Holdings or such Subsidiary solely in cash and Cash Proceeds received with respect thereto to make prepayments Equivalents; (c) Leases or licenses of real or personal or intellectual property in the ordinary course of business and in accordance with the applicable Security Documents; (d) Asset Sales in connection with Sale and Leaseback Transactions permitted under Sections 2.10(i6.01(i) and (jp); provided that:; (ie) no such prepayment shall be required mergers and consolidations in compliance with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year6.05; and (iif) Investments in compliance with Section 6.04. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Administrative Agent on or prior Agents shall take all actions they deem appropriate in order to such date stating that such Net Cash Proceeds effect the foregoing. For purposes of Section 6.06(b)(iii), the following shall be used deemed to be cash: (xa) to purchase replacement assets the assumption of any liabilities of Intermediate Holdings or fixed any Subsidiary with respect to, and the release of Intermediate Holdings or capital assets used such Subsidiary from all liability in respect of, any Indebtedness of Intermediate Holdings or usable the Subsidiaries permitted hereunder (in the business amount of Borrower such Indebtedness) that is due and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% payable within one year of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date consummation of such Asset Sale and (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all b) securities received by Intermediate Holdings or any portion Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by Intermediate Holdings or such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Subsidiary into cash.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.05(c) and (jd); provided that: (ia) so long as no Event of Default shall then exist or arise therefrom, no such prepayment shall be required under this Section 2.05(b)(ii) with respect to (Ai) any Asset Sale permitted by Section 6.04(b)(ii6.06(a) or Section 6.06(g), (b)(iii), (d), (e), (h), (i) or (j), (Bii) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (Ciii) Asset Sales for fair market value resulting in no more than $1.0 2.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 10.0 million in Net Cash Proceeds in any fiscal year; provided that clause (iii) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (iib) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 365 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.05(b)(ii), first, to the next due principal amortization payment(s) of the Term Loans and second, to the Revolving Loans (as a permanent reduction of the Commitments thereunder in the amount of such mandatory prepayments).

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by AGS Capital or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06 (other than Section 6.06(b) and 6.06(h), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 1,000,000 in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 2,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: ​ (a) sales of Inventory, used, obsolete, worn out, worthless or surplus equipment, and cash equivalents in the ordinary course of business; ​ (b) (i) sales, transfers and dispositions solely between or among Obligors and (ii) sales, transfers and dispositions solely between or among Loan Parties that are not Obligors; ​ (c) dispositions not otherwise permitted hereunder which are made for fair market value provided, that (i) at the time of any Asset Salesuch disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value in any fiscal year of Borrower of all assets so sold by the Borrower or any of its Subsidiaries pursuant to this clause (c) shall apply 100not exceed 7.5% of the Consolidated Net Cash Proceeds received Tangible Assets determined as of the last day of the immediately preceding fiscal year; (d) dispositions made by any Immaterial Subsidiary or any Foreign Subsidiary; ​ 84 ​ (e) dispositions in connection with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)an investment permitted by Section 6.04; provided that:, after giving effect to any applicable conveyance of equipment to Canadian Foreign Subsidiaries of the Borrower pursuant to Section 6.04(l), at least 85 mobile proppant silo systems and 29 sets of three flipper silo transport trailers will remain in the US; ​ (f) dispositions in connection with transactions permitted under Section 6.06; ​ (g) dispositions of Accounts, in the ordinary course of business, (i) in a true sale transaction effected in connection with the final collection thereof or (ii) in connection with the compromise or settlement thereof; (h) dispositions resulting from any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Loan Parties; ​ (i) no such prepayment shall be required dispositions of property made or deemed made solely because of the creation of Liens permitted under Section 6.02; and ​ (j) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with respect to the business of the Loan Parties. ​ provided that all sales, transfers, leases and other dispositions permitted hereby (A) any Asset Sale other than those permitted by Section 6.04(b)(ii), clauses (b)(iii), (db), (e), (hi), (i) or and (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (Cabove) Asset Sales shall be made for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).solely for cash consideration. ​

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.05(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.05(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii7.05 (other than Section 7.05(k), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, property which constitutes Extraordinary Receipts or (C) Asset Sales for fair market value resulting in no more than $1.0 million 2,500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 5,000,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 15,000,000 in any fiscal year of BorrowerHoldings, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate to the Administrative Agent on or prior to such date fifth Business Day stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets assets, or (z) to acquire 100% all of the Equity Interests of any person that owns such replacement assets or other such assets no later than 360 engages in a business of the type that Borrowers and their Subsidiaries are permitted to be engaged in under Section 7.07, within 365 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.05(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 6.13 and 6.14.

Asset Sales. Not later than five three Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower the Borrowers shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances), to apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and 2.10 (ji); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.05(a)(ii) and (b)(iiiiii),(c), (d)) or (f) or, (e)to the extent involving Loan Parties, (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 250,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; and (ii) subject to Section 2.10(g) and so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds of any other Asset Sale shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent and the Collateral Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 270 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that (A) if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in Section 2.10(i) and (B) if the Property subject to such Asset Sale constituted Collateral, then all Property purchased with the Net Cash Proceeds thereof pursuant to this Section 2.10(c)subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later If, solely at all times during the CSAG Period, any Loan Party consummates an Asset Sale (other than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any an Asset Sale permitted by clauses (a) through (p) or by clause (s) of Section 6.04(b)(ii8.05), and the Net Proceeds of such Asset Sale, when added to the Net Proceeds of all such Asset Sales by the Loan Parties consummated during the CSAG Period, in the aggregate, exceed Ten Million Dollars (b)(iii$10,000,000), the Loan Parties shall, no later than five (d)5) Business Days after the actual receipt of the Net Proceeds of each such Asset Sale that results in such an excess, or an increase in such excess, prepay (e)or Cash Collateralize, (h), (i) or (j), (Bas applicable) the disposition Term Loans and the Revolving Loans in the manner set forth in clause (b)(v) below, in each case, in an aggregate amount equal to one-hundred percent (100.0%) of assets subject to a condemnation such excess, or eminent domain proceeding or insurance settlement such increase in such excess. Notwithstanding anything to the extent it does not constitute a Casualty Eventcontrary in the foregoing, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds Loan Parties shall not be required to be so applied make a prepayment pursuant to this clause (b)(ii): (A) with respect to the Net Proceeds of any Asset Sale that are not received during the CSAG Period; and (B) solely with respect to the Net Proceeds of any Asset Sale that are received during the CSAG Period (each, a “Relevant Sale”), if the Loan Parties advise the Administrative Agent, in writing, within five (5) Business Days after the date on which the Net Proceeds from such date Relevant Sale were received, that the Loan Parties intend to reinvest all, or any portion, of such Net Proceeds in Property (other than current assets, unless incidental to the Property being purchased or reinvestment being made) useful in the business of the Loan Parties, solely to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used are in fact so reinvested within three-hundred sixty (x360) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following from the date of such Asset Relevant Sale (which certificate shall set forth and, to the estimates of the proceeds to be so expended); provided, however, extent that if all or any portion of such Net Cash Proceeds are not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion the Loan Parties shall promptly prepay (or Cash Collateralize, as applicable), the Term Loans and other Obligations in the amount, and in the manner, described in the first (1st) sentence of this clause (b)(ii)). If, solely at all times (I) during the CSAG Period, and (II) after the occurrence of a Relevant Sale, and prior to the Loan Parties reinvesting any applicable Net Proceeds in Property (other than current assets, unless incidental to the Property being purchased or reinvestment being made) useful in the business of the Loan Parties during the 360-day period provided in the preceding sentence, an Event of Default shall occur, then, upon the request of the Requisite Lenders, the Loan Parties shall be applied on required to prepay (or Cash Collateralize, as applicable), within two (2) Business Days of the last day occurrence of such period as a mandatory prepayment as provided Event of Default, the Term Loans and other Obligations, in the amount, and in the manner, described in the first (1st) sentence of this Section 2.10(cclause (b)(ii).

Asset Sales. Not Promptly, but in any event not later than five Business Days thirty days following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower the Borrowers shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances) to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.05(a), (b)(iiic), (d)) or (f) or, (e)to the extent involving Loan Parties, (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 1 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds of any other Asset Sale shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered a certificate provided written notice to the Administrative Agent and the Collateral Agent setting forth a description of the transaction and the anticipated net proceeds therefrom on or prior to such date stating that the Borrowers intend to use such Net Cash Proceeds shall to purchase assets to be used (x) to purchase replacement assets by the Loan Parties in any Permitted Business or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 270 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Sale; provided, however, that (A) if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase such assets or acquire such Equity Interests within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in Section 2.10(i) and (B) if the Property subject to such Asset Sale constituted Collateral (other than Prepayment Exempt Collateral to the extent that the aggregate Net Cash Proceeds received in respect of all Asset Sales of Prepayment Exempt Collateral does not exceed $5 million in any four consecutive fiscal quarters of Holdings commencing with the fiscal quarter beginning October 1, 2010), then all Property purchased with the Net Cash Proceeds thereof pursuant to this Section 2.10(c)2.10(c)(ii) shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than Within five Business Days following (5) days of the date of receipt by any Loan Party (or any Affiliate on behalf of such Loan Party) of any Net Cash Asset Sale Proceeds of any Asset Salein amount equal to or greater than $150,000, the Borrower shall apply 100% of offer to prepay, and, if accepted by Accepting Lenders, be obligated to prepay the Loans held by such Lenders in an aggregate amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)Proceeds; provided, (b)(iii)however, (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in that such Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to so long as no Event of Default then exists and the extent that Borrower shall have has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Asset Sale Proceeds shall be used to invest in or replace or restore any properties or assets (xand, if such investment is in Oil and Gas Properties, that such investment complies with Section 6.23 of this Agreement) to purchase replacement assets or fixed or capital assets used or usable in the business respect of Borrower and the Subsidiaries, (y) to repair which such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 Net Asset Sale Proceeds were paid within 90 days following the date of the receipt of such Net Asset Sale Proceeds (which certificate shall set forth the estimates of the proceeds Net Asset Sale Proceeds to be so expended); provided, howeverand provided further, that if all or any portion of such Net Cash Asset Sale Proceeds not required to be so applied pursuant to make prepayments the preceding proviso are not so used within 90 days after the date of the receipt of such Net Asset Sale Proceeds (or such earlier date, if any, as a result of this clause (ii) shall the Borrower or the relevant Subsidiary determines not be so reinvested to reinvest such Net Asset Sale Proceeds as set forth in clauses (xabove), or, if later, within 90 days after the Borrower or such Subsidiary has entered into a binding commitment (y) and (z) within such 360prior to the end of the referenced 90-day period) to reinvest such proceeds, such unused remaining portion shall be applied on the last day of such period (or such earlier date, as a mandatory prepayment the case may be) as provided above in this Section 2.10(c2.9(a) without regard to the immediately preceding proviso. In the event of a repayment pursuant to this Section 2.9(a) from Net Asset Sale Proceeds (as hereinafter defined), such repayment of principal shall be subject and accompanied by the Premium to the extent such repayment occurs prior to the third anniversary of the Closing Date; provided that the Premium shall not be required to accompany the repayment of such Net Asset Sale Proceeds with respect to the first $500,000 of Net Asset Sale Proceeds received by a Loan Party and not reinvested pursuant to the immediately prior sentence in the aggregate during the term of this facility.

Asset Sales. Not later than five Business Days following the receipt Sell, transfer, convey, assign, issue or otherwise dispose any of its assets or properties (including its accounts or any Net Cash Proceeds shares of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (iits Stock) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds engage in any fiscal year; and (ii) so long as no Default shall then exist sale-leaseback, synthetic lease or would arise therefrom and similar transaction, including without limitation the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on Collateral or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Loan proceeds; provided, however, that (i) any Grantor may transfer any of its Collateral to any other Grantor provided such Collateral remains subject to the Liens of Agent under this Agreement to secure the Obligations, (ii) any Grantor may sell inventory to its customers in the ordinary course of business, (iii) any Grantor may sell for fair market value assets or properties so long as the following conditions are met: (1) the aggregate fair market value, of all such asset sales do not exceed $200,000 in any Fiscal Year, (2) immediately prior to and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (3) if all or required, the Borrower has applied any portion of such Net Cash Proceeds not arising therefrom pursuant to Section 1.2(c) and (4) the consideration received for such sale, transfer, lease, contribution or conveyance is received in cash; (iv) Holdings and Xxxxxx shall wind-up the affairs of and dissolve Xxxxxx Mexico as required by Section 3.36 and transfer any remaining assets to the Credit Parties, (v) Holdings shall wind-up the affairs of and dissolve Xxxxxx as required by Section 3.36 and transfer any remaining assets to the Credit Parties, (vi) Holdings may wind-up the affairs of and dissolve any Inactive Subsidiary, provided that any assets of such Person shall be applied transferred to make prepayments as a result Credit Party that continues to exist after the winding-up and/or dissolution of such Person, (vii) any Credit Party may use proceeds of the Loans for purposes permitted under this clause Agreement, (iiviii) shall not any Grantor may dispose of obsolete, worn out or surplus property, whether new owned or hereafter acquired, in the ordinary course of business and property no longer used or useful in the conduct of such Grantor, (ix) any Grantor may dispose of immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or be so reinvested as set forth abandoned in clauses (xthe ordinary course of business), (yx) any Grantor may dispose of any property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (B) the proceeds of such disposition are promptly applied to the purchase price of replacement property (which replacement property is promptly purchased), (xi) any Grantor may dispose of any property to the extent expressly permitted by Section 5.3, 5.5, 5.7 or 5.19 and the granting of Liens expressly permitted by Section 5.2, (xii) any Grantor may dispose of cash and Cash Equivalents in the ordinary course of business, (xiii) any Grantor may unwind any Hedging Agreement in accordance with its terms to the extent such Hedging Agreement is (or was) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of speculation or taking a “market view”, and (zxiii) within such 360-day periodany Grantor may dispose of any property in connection with a Casualty Event, such unused portion provided that the Net Cash Proceeds thereof shall be applied on in accordance with the last day requirements of such period as a mandatory prepayment as provided in this Section 2.10(c1.2(c).. ​

Asset Sales. Not later than five Business Days following the receipt of (a) The Company will not, and will not permit any Net Cash Proceeds of Subsidiary to, make any Asset SaleSale unless, Borrower shall apply 100% of after giving effect thereto, the Net Cash Proceeds aggregate consideration received with respect thereto or to be received for all Asset Sales during the then current Fiscal Year would not exceed $50,000,000; provided that, without regard to the limitation in this subsection (a), the Company or any Subsidiary may (x) make or become legally obligated to make prepayments in accordance with Sections 2.10(iAsset Sales at any time when Investment Grade Status exists and (y) make any Asset Sale that it has become legally obligated to make at a time when Investment Grade Status existed, even if Investment Grade Status subsequently ceases to exist; but, if Investment Grade Status subsequently ceases to exist, all Asset Sales made as permitted by the foregoing clauses (x) and (j); provided that:y) shall be taken into account in determining whether other Asset Sales are permitted by this Section. (ib) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h)Whether or not Investment Grade Status exists, (i) the Company and its Subsidiaries will not sell, lease, transfer or (j)otherwise dispose of all or any substantial part of the assets of the Company and its Subsidiaries, (B) taken as a 46 52 whole, to any Person other than the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) Company and less than $3.0 million in Net Cash Proceeds in any fiscal year; and its Subsidiaries and (ii) so long as no Default the Company will not sell, lease, transfer or otherwise dispose of all or any substantial part of its assets to any other Person; provided that this subsection (b) shall then exist not apply to (i) sales of inventory and used, surplus or would arise therefrom worn-out equipment in the ordinary course of business or (ii) sales of accounts and notes receivable pursuant to Permitted Asset Securitizations. (c) Notwithstanding the aggregate restrictions in subsection (b) of this Section, the Company may sell or otherwise dispose of (whether in one or a series of transactions) any of its accounts and notes receivable; provided that (i) the Required Lenders shall have consented in writing to the terms and conditions of such Net Cash Proceeds transactions (including, without limitation, any Liens to be created in connection therewith) and (ii) the cash purchase price paid by the purchasers of Asset Sales such accounts and notes receivable shall not exceed $20.0 million 75,000,000 in aggregate unrecovered amount at any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)time.

Asset Sales. Not later than five Business Days following The Borrower will not, and will not permit any of the receipt Subsidiary Loan Parties to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds of asset, including any Asset SaleEquity Interest owned by it, nor will the Borrower shall apply 100% permit any of the Net Cash Proceeds received with respect thereto Subsidiary Loan Parties to make prepayments issue any additional Equity Interest in accordance with Sections 2.10(i) and (j); provided thatsuch Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to an Excluded Subsidiary shall be made in compliance with Section 6.09; (c) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary Loan Party) that are not permitted by any other clause of this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) shall not exceed (i) no such prepayment shall be required with respect $20,000,000 during the fiscal year of the Borrower ending on December 31, 2005, (ii) $25,000,000 during any fiscal year of the Borrower ending thereafter and (iii) $100,000,000 in the aggregate on a cumulative basis from the Effective Date; (d) sales of fixed or capital assets pursuant to sale and lease-back transactions, to the extent expressly permitted by Section 6.06; (Ae) any Asset Sale Swap Transaction; provided that to the extent that any consideration (other than a Broadcasting Asset or all the Equity Interests in a Person or group of affiliated Persons owning a Broadcasting Asset) is received by any Loan Party in connection with such transaction, such transaction shall be treated as a sale of the relevant assets that must comply with clause (c) above; and (f) the sale, transfer or disposition of any assets comprising a radio station and associated assets identified on Schedule 6.05; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by Section 6.04(b)(ii), clause (b)(iii), b) above) shall be made for fair value and (dother than those permitted by clause (b), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (zf) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)above) solely for cash consideration.

Asset Sales. Not No later than five the fifth Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Asset Sale Proceeds (other than as a result of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any an Asset Sale permitted by Section 6.04(b)(ii), 6.8(f) (b)(iii), (d), (eto the extent constituting a disposition to a Credit Party), (h), (i) or ), (j), (B1) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (Cp) Asset Sales for fair market value resulting or Section 6.10(ii)), Borrower shall prepay the Loans as set forth in no more than $1.0 million Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearProceeds; and (ii) provided, so long as no Event of Default shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate the option, directly or through one or more of its Subsidiaries, to the Administrative Agent on or prior to such date stating that invest such Net Cash Asset Sale Proceeds shall be within twelve (12) months of receipt thereof in assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the its Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the including in Equity Interests of any person a Person engaged in a permitted business (or, solely to the extent that owns such replacement or other Net Asset Sale Proceeds have been committed in writing to be so invested during such assets no twelve-month period, the later than 360 of (x) ninety (90) days following after the date of such Asset Sale commitment and (which certificate shall set forth y) the estimates end of the proceeds to be so expendedsuch twelve-month period); and provided, howeverfurther, that if all or any portion Default shall have occurred and be continuing which has not matured into an Event of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause Default, (ii1) the Borrower shall not be so reinvested permitted to invest such Net Asset Sale Proceeds pursuant to the foregoing proviso until such time as set forth in clauses (x)such Default shall no longer be continuing, (y) and (z2) within to the extent that such 360-day periodDefault shall mature into an Event of Default, the Borrower shall, no later than the next succeeding Business Day, be required to prepay the Loans in an aggregate amount equal to such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Net Asset Sale Proceeds.

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 25.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied as prepayments in accordance with this Section 2.10(c) on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12. If the aggregate of such Net Cash Proceeds exceeds $25.0 million, then the amount in excess of $25.0 million shall in all cases be applied as a prepayment in accordance with this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.06(a), (b)(iiic), (d), (e), (hf), (ig), (h) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value in the context of the Companies' normal business operations resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in aggregate Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to no later than five Business Days after such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used (or usable in that the business of Borrower and the Subsidiaries, (yapplicable Company expects to enter into a binding agreement to such effect) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all Net Cash Proceeds in respect of all Asset Sales (other than those referred to in clause (C) of Section 2.10(c)(i)) in excess of $1.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that (x) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (zthe applicable Company has not entered into a binding agreement to such effect) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); (y) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall, to the extent required by Section 5.12, be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.12 and 5.13 and (z) the amount of Net Cash Proceeds from Asset Sales of Real Property applied to a reinvestment pursuant to this clause (ii) shall not exceed $5.0 million in any fiscal year.

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member permitted hereunder), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j2.10(j); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (CB) Asset Sales for fair market value resulting in no more than $1.0 million in to the extent the aggregate amount of Net Cash Proceeds per Asset Sale (or series of related from all such Asset Sales) , together with all Casualty Events, do not exceed $4,000,000 in any twelve month period (the “Asset Sale/Casualty Event Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal yearexcess of the Asset Sale/Casualty Event Threshold, the “Excess Net Cash Proceeds”); andprovided that, only such Excess Net Cash Proceeds shall subject to this Section 2.10(c); (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 15 months (yor within 21 months following receipt thereof if a contractual commitment to reinvest is entered into within 15 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale Sale; and (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that iii) if all or any portion of such Excess Net Cash Proceeds not required that are the subject of a notice delivered pursuant to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day 15 month period (or is not actually reinvested within such additional six (6) month period, if applicable), such unused portion shall be applied on within ten (10) Business Days after the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. (i) Not later than five fifteen (15) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleDisposition of any Property of any Credit Party (except for Dispositions of the type described in Section 3.14(c) (which shall be subject to Section 3.14(c)) and other than with respect to the sale of all or any portion of the Property located at the Lxxxxxx Facility, Borrower which shall be subject to Section 3.14(a)(iii)) now owned or hereafter acquired, the Company shall make a written offer to the Holders (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments redeem the Obligations, if any are then outstanding, in accordance with Sections 2.10(iSection 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (j30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that: (i) that no such prepayment redemption (or offer to redeem the Obligations) shall be required under this Section 3.14(a) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)the Disposition of Property that constitutes a Casualty Event, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales Dispositions for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 100,000 in Net Cash Proceeds in any fiscal Disposition (or series of related Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not exceed $200,000 per year, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, (D) Dispositions permitted by Sections 4.32(b) other than Sections 4.32(b)(iii)(B), 4.32(b)(vi), 4.32(b)(xiii) and 4.32(b)(xxiv) (however, in the case of Dispositions under Section 4.32(b)(xiii), only to the extent of Net Cash Proceeds received after the payment in full of all Indebtedness secured by a Lien permitted under Section 4.29(jj)) (for the avoidance of doubt, clauses (B), (C) and (D) of this sentence shall not include any Disposition involving the Property located at the Lxxxxxx Facility, which shall be subject to Section 3.14(a)(iii)), (E) a Fundamental Change that constitutes a Disposition, (F) Dispositions, to the extent otherwise permitted under this Indenture, as a result of Agri-Energy’s performance of its obligations under the FX Xxxxx Lease Agreement, or (G) licenses (to the extent such licenses constitute Dispositions and are otherwise permitted hereunder) under the Butamax License Agreement; and (ii) and provided further that other than with respect to the sale of all or any portion of the Property located at the Lxxxxxx Facility, so long as no Default or Event of Default shall then exist have occurred and be continuing or would arise therefrom therefrom, the Company shall have the option upon written notice stating its intention to the Trustee and the aggregate Holders (or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and the Holders) within fifteen (15) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of Asset Sales all Net Cash Proceeds from any Disposition reinvested as described below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 3.14(a)) shall not exceed an amount equal to $20.0 million 10,000,000 in any fiscal the aggregate through the Maturity Date, within one (1) year of Borrowerreceipt thereof to the costs and replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, such proceeds shall not be required to be so applied on such date in each case, to the extent that Borrower shall have delivered a certificate the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Administrative Agent on or prior Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder provided that if any amount is so committed to be reinvested within such date stating that such Net Cash Proceeds shall be used one-year period, but is not reinvested within the later to occur of (x) to purchase replacement assets or fixed or capital assets used or usable in the business six (6) months of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale commitment and (y) the end of such one-year period, the Company shall offer to redeem the Obligations in accordance with this Section 3.14(a) in accordance with the procedures outlined above without giving further effect to such reinvestment right (to the extent that the Holders have accepted the redemption offer). (ii) Each written offer to redeem the Obligations delivered to Holders in accordance with Section 3.14(a)(i) or Section 3.14(a)(iii) shall specify the section of this Indenture pursuant to which certificate the redemption shall occur, the proposed redemption date, the Principal Amount of the Notes to be redeemed and the amount of accrued interest and Mandatory Redemption Make-Whole Payment due in connection therewith. Each redemption of any or all of the Obligations shall be applied according to Section 3.14(e). Redemptions shall be accompanied by accrued and unpaid interest to, but not including, the redemption date. If any Holder accepts such offer, subject to Section 3.14(e) hereof, the Credit Parties shall pay to the Trustee, for the benefit of such Holder, such Holder’s Pro Rata Share of the aggregate redemption price offered to Holders, together with the corresponding Mandatory Redemption Make-Whole Payment, within one (1) Business Day after the thirty (30) day period after such Holder receives the offer from the Company or the Trustee, as applicable, and each such redemption shall be accompanied by a written notice to the Trustee specifying the provision pursuant to which the redemption is being made and the amount of principal, interest and Mandatory Redemption Make-Whole Payment being paid. All offers to redeem the Obligations under this Section 3.14(a) shall be made on a pro rata basis based upon each Holder’s Pro Rata Share (with respect to Global Notes, such offers will be made pursuant to the Applicable Procedures that most nearly approximate a pro rata selection). For the avoidance of doubt, the Company shall be excused from making an offer to redeem the Obligations under Section 3.14(a)(i) to the extent that it has delivered written notice to the Trustee within fifteen (15) Business Days of receipt of Net Cash Proceeds from such Disposition stating its intention to reinvest the Net Cash Proceeds as set forth in such Section 3.14(a)(i) (or by filing materials with the estimates Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee) provided that (i) the Company is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 3.14(a)(i) hereof and (ii) this sentence shall not be construed to limit the Company’s obligation to offer to redeem the Obligations to the extent that the Company fails to invest the applicable Net Cash Proceeds within the time periods set forth in Section 3.14(a)(i). (iii) Without limiting or otherwise modifying the provisions of the proceeds to be so expended); providedSection 4.32 hereof, however, that if all or any portion of the Property located at the Lxxxxxx Facility is subject to a Disposition, within fifteen (15) Business Days after the Net Cash Proceeds from such Disposition are received, the Company shall make a written offer to each Holder (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of such Net Cash Proceeds from such Disposition to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the Trustee, as applicable) to determine whether to accept its Pro Rata Share of such redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder) provided that no such redemption (or offer to redeem Obligations) shall be required under this Section 3.14(a)(iii) with respect to (A) Dispositions of Property that constitute Casualty Events, (B) Dispositions for fair market value resulting in no more than $500,000 in Net Cash Proceeds in the aggregate, (C) Dispositions permitted by Section 4.32 (other than 4.32(b)(iii), (vi), (xiii), (xx), (xxiv) or (xxvi) (however, in the case of Dispositions under Section 4.32(b)(xiii), only to the extent of Net Cash Proceeds received after the payment in full of all Indebtedness secured by a Lien permitted under Section 4.29(jj))), or (D) a Fundamental Change constituting a Disposition. Any of such Net Cash Proceeds that are not required to be so applied to make prepayments as a result of the Obligations in accordance with this clause (iiSection 3.14(a)(iii) shall not be invested, reinvested or applied, to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties provided that all of such replacement properties and assets and/or such other assets so reinvested purchased or constructed shall constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for the benefit of the Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41. (iv) Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Security Agreement) set forth in clauses the Security Agreement, promptly upon delivering notice to the Trustee (x)or by filing materials with the Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and each Holder) stating its intention to invest or reinvest the Net Cash Proceeds from a Disposition, (yall of such Net Cash Proceeds to be invested or reinvested pursuant Section 3.14(a) and (z) within such 360-day period, such unused portion shall be applied on the last day of remitted to a Deposit Account that constitutes a Collateral Account until such period as a mandatory prepayment as provided in this Section 2.10(c)amounts are so invested or reinvested.

Asset Sales. Not later If, solely at all times during the CSAG Period, any Loan Party consummates an Asset Sale (other than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any an Asset Sale permitted by clauses (a) through (p) or by clause (s) of Section 6.04(b)(ii8.05), and the Net Proceeds of such Asset Sale, when added to the Net Proceeds of all such Asset Sales by the Loan Parties consummated during the CSAG Period, in the aggregate, exceed Ten Million Dollars (b)(iii$10,000,000), the Loan Parties shall, no later than five (d)5) Business Days after the actual receipt of the Net Proceeds of each such Asset Sale that results in such an excess, or an increase in such excess, prepay (e)or Cash Collateralize, (h), (i) or (j), (Bas applicable) the disposition Term Loans and the Revolving Loans in the manner set forth in clause (b)(v) below, in each case, in an aggregate amount equal to one-hundred percent (100.0%) of assets subject to a condemnation such excess, or eminent domain proceeding or insurance settlement such increase in such excess. Notwithstanding anything to the extent it does not constitute a Casualty Eventcontrary in the foregoing, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds Loan Parties shall not be required to be so applied make a prepayment pursuant to this clause (b)(ii): (A) with respect to the Net Proceeds of any Asset Sale that are not received during the CSAG Period; and (B) solely with respect to the Net Proceeds of any Asset Sale that are received during the CSAG Period (each, a “Relevant Sale”), if the Loan Parties advise the Administrative Agent, in writing, within five (5) Business Days after the date on which the Net Proceeds from such date Relevant Sale were received, that the Loan Parties intend to reinvest all, or any portion, of such Net Proceeds in Property (other than current assets, unless incidental to the Property being purchased or reinvestment being made) useful in the business of the Loan Parties, solely to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used are in fact so reinvested within three-hundred sixty (x360) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following from the date of such Asset Relevant Sale (which certificate shall set forth and, to the estimates of the proceeds to be so expended); provided, however, extent that if all or any portion of such Net Cash Proceeds are not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion the Loan Parties shall promptly prepay (or Cash Collateralize, as applicable), the Term Loans and other Obligations in the amount, and in the manner, described in the first (1st) sentence of this clause (b)(ii)). If, solely at all times (I) during the CSAG Period, and (II) after the occurrence of a Relevant Sale, and prior to the Loan Parties reinvesting any applicable Net Proceeds in Property (other than current assets, unless incidental to the Property being purchased or reinvestment being made) useful in the business of the Loan Parties during the 360-day period provided in the preceding sentence, an Event of Default shall occur, then, upon the request of the Requisite Lenders, the Loan Parties shall be applied on required to prepay (or Cash Collateralize, as applicable), within two (2) Business Days of the last day occurrence of such period as a mandatory prepayment as provided Event of Default, the Term Loans and other Obligations, in the amount, and in the manner, described in the first (1st) sentence of this Section 2.10(cclause (b)(ii).. (iii)

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply such Net Cash Proceeds to reduce the Revolving Exposure (but without any permanent reduction in the Revolving Commitments) by an amount equal to 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment reduction shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute which constitutes a Casualty Event, Event or (CB) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (B) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 10.0 million in any fiscal year of Borrower, such proceeds the Revolving Exposure shall not be required to be so applied reduced on such date to the extent that (A) Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to, to the extent permitted by Section 6.13(b), purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all such Net Cash Proceeds in excess of $2.5 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360-day period, the Revolving Exposure shall be reduced by an amount equal to such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11.

Asset Sales. Not No later than five the first Business Days Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Asset Sale Proceeds of Term Priority Collateral (or, after the Discharge of ABL Obligations, Net Asset Sale Proceeds of any Asset SaleCollateral) , Borrower Company shall apply 100% of offer to prepay the Net Cash Proceeds received with respect thereto to make prepayments Loans as set forth in accordance with Sections 2.10(i2.14(b) and (j); provided that: (i2.14(d) no in an aggregate amount equal to such prepayment shall be required with respect to (A) any Net Asset Sale permitted by Section 6.04(b)(ii)Proceeds; provided, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist have occurred and be continuing on or would arise therefrom and the aggregate as of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerfirst Business Day, such proceeds shall not be required to be so applied on such date to the extent that Borrower Company shall have delivered a certificate the option (exercisable upon written notice thereof to the Administrative Agent on or prior to such date stating that such first Business Day), directly or through one or more of its Subsidiaries, to invest Net Cash Asset Sale Proceeds shall be within three hundred and sixty five (365) days of receipt thereof in long-term productive assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower Company and its Subsidiaries or to make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries (it being expressly agreed that any Net Asset Sale Proceeds not so invested shall be immediately offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time that Net Asset Sale Proceeds not so invested shall equal or exceed $5,000,000 in the Subsidiariesaggregate, an amount equal to all such Net Asset Sale Proceeds shall be deposited by Company, unless waived by Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent as part of the Collateral (it being understood that, (x) so long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall release or consent to the release of such funds to Company upon delivery to Administrative Agent of a certificate of an officer of Company certifying that such funds shall, upon release of such funds, be applied in accordance this Section 2.13(a) and (y) to repair the extent such assets amounts are not applied in accordance with, and at the times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or (zimmediately paid over to Administrative Agent to be applied, as set forth in Section 2.14(b)); provided, further, that notwithstanding the foregoing, the Net Asset Sale Proceeds from any sale leaseback transaction permitted pursuant to Section 6.1(n) hereof shall be offered to acquire 100% be applied as set forth in Sections 2.15(b) and 2.14(d). In the event that prior to the Discharge of the Equity Interests ABL Obligations Holdings, Company or its Subsidiaries consummates an Asset Sale consisting of the sale of all or substantially all of the Capital Stock of a Subsidiary or is a sale of a division or line of business, then, for purposes of determining the amount of any person that owns such replacement prepayment required to be made or other such assets no later than 360 days following offered hereunder, a portion of the date proceeds of such Asset Sale in an amount equal to (which certificate shall set forth i) the estimates net book value of the proceeds to be so expended); provided, however, that if all or any portion of accounts receivable included in such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause Asset Sale plus (ii) the appraised fair market value of all inventory included in such Asset Sale (based on the most recent appraisal delivered under the Revolving Credit Facility) shall be treated as ABL Priority Collateral and shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as give rise to a mandatory prepayment as provided in this Section 2.10(c)hereunder.

Asset Sales. Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by the Borrower or any of its Subsidiaries, the Borrower shall apply make prepayments in an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.11(d) with respect to Net Cash Proceeds to the extent that such Net Cash Proceeds (A) result from any Asset Sale permitted by Section 6.04(b)(iiSections 6.05(a), (b)(iii6.05(b), (d6.05(c), (e6.05(e), 6.05(f) (hother than with respect to Section 6.04(iv)), (i6.05(h)(i), 6.05(h)(iii), 6.05(i), 6.05(j), 6.05(m) or (jand 6.05(p), (B) result from the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than do not exceed $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds 5,000,000 in any fiscal yearyear of the Borrower (it being understood that the maximum amount of Asset Sales permitted by this clause (C) and Section 6.05(m) are additive for purposes of this Section 2.11(d)(i)); and (ii) so long as no Default shall then exist have occurred and be continuing or would shall arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall (or a portion thereof), in the good faith judgment of senior management of the Borrower, are intended to be used (x) to purchase replacement reinvested in assets or fixed or capital assets used or usable in useful for the business of the Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days Loan Party within 12 months following the date receipt of such Asset Sale Net Cash Proceeds (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required so reinvested within such 12-month period (or if committed to be reinvested within such 12-month period, have not been applied to make prepayments as a result within 180 days of this clause (iithe end of such 12-month period) shall or if at any time prior thereto senior management of the Borrower determines that any such Net Cash Proceeds are no longer intended or cannot be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day periodreinvested, such unused portion shall be applied on the last day of such period or the date of such determination as a mandatory prepayment as provided in this Section 2.10(c2.11(d); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale including, without limitation, an Asset Sale permitted under Section 6.06, but excluding payments in respect of intercompany Indebtedness made in connection with any transaction permitted by Section 6.06(i), by Norwegian Borrower or any of its Restricted Subsidiaries, Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(g) and (j)h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting involving inventory, cash sales in no more than an aggregate amount not exceeding $1.0 25 million of all or a portion of the Multi-Client Library, licenses of all or a portion of the Multi-Client Library and obsolete or worn-out equipment, in Net Cash Proceeds per Asset Sale (or series each case, in the ordinary course of related Asset Sales) business of Norwegian Borrower and less than $3.0 million in Net Cash Proceeds in its Subsidiaries and any fiscal yeardisposition permitted under Section 6.06(c); and (ii) in the case of any Asset Sale permitted under Section 6.06 other than an Asset Sale with respect to the Geophysical Services Business, so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent Agents on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement reinvested in assets or fixed or capital assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair such assets Borrowers or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days their Restricted Subsidiaries within 24 months following the date receipt of such Asset Sale Net Cash Proceeds and such Net Cash Proceeds are committed to be reinvested within 12 months of their receipt (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); providedprovided that, however, that if all or any portion of such Net Cash Proceeds is not required so reinvested within such 24 month period or committed to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day 12 month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 2,500,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, further, that an Officers’ Certificate shall not be required if such Net Cash Proceeds are less than $500,000.

Asset Sales. Not For so long as any amounts in respect of the Term Loans are outstanding, not later than five Business Banking Days following the receipt of any Net Cash Proceeds Pro- Table of Contents ceeds from any Asset Sale, Borrower the Company shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)of the Term Loans; provided that: (i) that no such prepayment shall be required with respect to (Aa) any Asset Sale permitted by Section 6.04(b)(ii6.11.1 (other than clauses (b) and (c) thereof), (b)(iii), (d), (e), (h), (i) or (j), (Bb) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, Event or (Cc) Asset Sales for fair market value resulting in no more than $1.0 million in any Net Cash Proceeds per from Asset Sale Sales permitted under clause (b) or series (c) of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) Section 6.11.1, so long as no Default or Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of all such Asset Sales shall consummated on and after the Closing Date do not exceed 10% of the Consolidated Net Tangible Assets as of such Fifth Banking Day and, in the case of any Asset Sale yielding Net Cash Proceeds in excess of $20.0 million in any fiscal year of Borrower500,000, such proceeds shall not be required to be so applied on such date to the extent that Borrower Company shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date fifth Banking Day stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 180 days following the date of such Asset Sale; provided that if the property that was the subject of such Asset Sale (which certificate constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this paragraph shall set forth be made subject to the estimates Lien of the proceeds to be so expended)applicable Security Document(s) in favor of the Collateral Agent, for its benefit and the benfit of the Secured Parties thereunder; provided, however, provided further that if all or any portion such purchase is not consummated within such 180-day period, 100% of such Net Cash Proceeds not required to shall immediately be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)prepay Term Loans.

Asset Sales. Not later than five Business Days following The Borrowers will not, nor will the receipt Lead Borrower permit any of the other Credit Parties to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds of asset, including any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatcapital stock except: (a) (i) sales of Inventory in each case in the ordinary course of business, or (ii) used or surplus equipment, or (iii) Permitted Investments; (b) sales, transfers and dispositions among the Credit Parties; (c) RESERVED; (d) sales or other transfers of assets pursuant to store closures provided that in any fiscal year, Borrowers shall not close more than ten percent (10%) of the total number of Borrowers’ stores open at the beginning of such fiscal year; (e) other sales, transfers, or dispositions of assets not in the ordinary course of business and not pursuant to store closures; provided that (y) no Default or Event of Default then exists or would arise therefrom, and (z) in the event that the aggregate amount of any such prepayment sale, transfer or disposition exceeds $10,000,000, Excess Availability shall not have been less than $30,000,000 at any time during the ninety (90) day period immediately preceding such sale, transfer or disposition and would not be less than $30,000,000 after giving effect to such sale, transfer or disposition. (f) sales or issuances by the Lead Borrower of any of its capital stock that does not result in a Change of Control; and (g) sales or issuances of capital stock to any Borrower. provided that all sales, transfers, leases and other dispositions of Inventory and the proceeds thereof shall be required with respect to (A) any Asset Sale made for cash consideration or on customary terms, and further provided that that all sales, transfers, leases and other dispositions permitted by Section 6.04(b)(iiclauses (a)(i), (b)(iiia)(ii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (ze) within such 360-day period, such unused portion above shall be applied on made at arm’s length and for fair value; and further provided that the last day authority granted hereunder may be terminated in whole or in part by the Agents upon the occurrence and during the continuance of such period as a mandatory prepayment as provided in this Section 2.10(c)any Event of Default.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Holdings or any of its Subsidiaries or any Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii6.05(a)(i), (b)(iiic), (d), (e), (h), (i) or (jg), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 5.0 million in Net Cash Proceeds in any fiscal year, and in each of the cases of (A), (B) and (C), the proceeds of such dispositions shall not be deposited in the Collateral Account; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 5.0 million in any fiscal year of BorrowerHoldings, such proceeds shall not be required to be so applied on such date to the extent that (A) the relevant Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 180 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, and (B) all such Net Cash Proceeds in excess of $5.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result the prepayment of this clause (ii) outstanding Term B Loans shall not be so reinvested as set forth in clauses (x), (y) and (z) utilized to purchase replacement assets or acquire such Equity Interests within such 360-180 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of principal of outstanding Term B Loans as provided in this Section 2.10(c); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.05(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.05(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii7.05 (other than Sections 7.05(e), (b)(iiik) and (l), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, property which constitutes Extraordinary Receipts or (C) Asset Sales for fair market value resulting in no more than $1.0 million 2,500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 5,000,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 15,000,000 in any fiscal year of BorrowerHoldings, such proceeds shall not be required to be so applied on such date to the extent that Borrower Borrowers shall have delivered a certificate to the Administrative Agent on or prior to such date fifth Business Day stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets assets, or (z) to acquire 100% all of the Equity Interests of any person that owns such replacement assets or other such assets no later than 360 engages in a business of the type that Borrowers and their Subsidiaries are permitted to be engaged in under Section 7.07, within 365 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c2.05(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 6.13 and 6.14.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Restricted Subsidiaries on or after the Closing Date, Borrower Borrower, shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 3,000,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 5,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 270 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, further, that clauses (c)(i) and (ii) shall not apply to any Net Cash Proceeds from Asset Sales pursuant to Section 6.06(g).

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, Borrower or agree to effect any Asset Sale, except that the following shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided thatbe permitted: (ia) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no such prepayment shall be required with respect longer economically worthwhile to maintain or otherwise useful in the conduct of the business of the Companies taken as a whole; (Ab) any Asset Sale permitted by Section 6.04(b)(ii)Sales at fair market value; provided, (b)(iii), (d), (e), (h)that, (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for aggregate fair market value resulting of assets disposed of in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series respect of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of all Asset Sales pursuant to this clause (b) shall not exceed $20.0 40.0 million in any fiscal year of BorrowerBorrower (provided, further, that, if the aggregate amount of Asset Sales made under this Section 6.06(b) (including Section 6.06(b) under the Existing Credit Agreement) in any fiscal year (beginning with the fiscal year ending December 31, 2018) shall be less than the maximum amount of Asset Sales permitted under this Section 6.06(b) for such proceeds fiscal year (after giving effect to any carryover), then the amount of such shortfall shall not be required to be so applied on such date added to the extent that amount of Asset Sales permitted under this Section 6.06(b) for the immediately succeeding fiscal year) and (ii) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid to Borrower shall have delivered a certificate or such Subsidiary solely in cash and Cash Equivalents; (c) leases of real or personal property in the ordinary course of business; (d) mergers and consolidations in compliance with Section 6.05 (other than by reference to this Section 6.06 (or any clause hereof)); (e) Investments in compliance with Section 6.04 (other than by reference to this Section 6.06 (or any clause hereof)); (f) Dividends in compliance with Section 6.07 (other than by reference to this Section 6.06 (or any clause hereof)); (g) other Asset Sales described in writing to the Administrative Agent on or prior to the Closing Date; (h) [intentionally omitted]; and (i) other Asset Sales for aggregate consideration not to exceed $10.0 million in any fiscal year. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.06 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor) such date stating that such Net Cash Proceeds Collateral shall be used sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Agents shall take all actions that are reasonably requested by Borrower in order to evidence or effect the foregoing. For purposes of Section 6.06(b)(ii), the following shall be deemed to be cash: (xa) to purchase replacement assets the assumption of any liabilities of Borrower or fixed any Subsidiary with respect to, and the release of Borrower or capital assets used such Subsidiary from all liability in respect of, any Indebtedness of Borrower or usable the Subsidiaries permitted hereunder (in the business amount of Borrower such Indebtedness) that is due and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% payable within one year of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date consummation of such Asset Sale and (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all b) securities received by Borrower or any portion Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by Borrower or such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Subsidiary into cash.

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Holdings or any of its Subsidiaries, Borrower Borrower, subject to Section 2.10(k), shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 2.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom therefrom, any Net Cash Proceeds from Asset Sales permitted by Section 6.06(g) and the aggregate of such Net Cash Proceeds of other Asset Sales shall in an amount not to exceed $20.0 5.0 million in any fiscal year of Borrower, such proceeds Borrower shall not be required to be so applied on such date to the extent that Borrower Holdings shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are intended to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days within one year following the date of such Asset Sale (or, in the case of Net Cash Proceeds from an Asset Sale permitted by Section 6.06(g), intended to be reinvested in a manner consistent with the description of the Davidson Project contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005) (which certificate Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); providedprovided that (w) in the case of Net Cash Proceeds from an Asset Sale permitted by Section 6.06(g), howeverif on or prior to the second anniversary of the receipt of such proceeds Holdings shall have delivered an Officer’s Certificate to the Administrative Agent stating in good faith that either (i) the Davidson Subsidiary has entered into a definitive contract with a third party regarding the reinvestment of such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, that 2005 or (ii) the Davidson Subsidiary intends to invest such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 (and attaching a budget demonstrating such intention in reasonable detail), then such period shall be extended by one year from such delivery (but in no event past the third anniversary of the receipt of such proceeds); (x) if all or any portion of such Net Cash Proceeds is not required so reinvested within such year (as extended to be applied to make prepayments as a result of this the extent provided in clause (ii) shall not be so reinvested as set forth in clauses (xw), (y) and (z) within such 360-day period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); (y) if the property subject to such Asset Sale constituted assets comprising the Davidson Project, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be reinvested in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005; and (z) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not No later than five ----------- the first Business Days Day following the date of receipt by Holdings, Borrower or any of their respective Subsidiaries of any Net Cash Asset Sale Proceeds of (other than any Net Asset Sale Proceeds received in connection with (i) an intercompany Asset Sale permitted pursuant to Section 6.7(a) or (ii) an Affiliate Sale), Borrower shall apply 100% of prepay the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment Loans and/or the Revolving Commitments shall be required with respect permanently reduced as set forth in Section 2.13 in an aggregate amount equal to (A) any such Net Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h)Proceeds; provided, (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default or Event of Default shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds shall not be required to be so applied on such date (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000 and (iii) Borrower shall have delivered a certificate of Borrower, executed on behalf of Borrower by an Authorized Officer, setting forth the details with respect thereto on such first Business Day, Borrower shall have the option, directly or through one or more of its Included Subsidiaries (except that if such proceeds were received by any Subsidiary other than an Included Subsidiary, such Subsidiary shall be permitted to the Administrative Agent on or prior make such investment), to such date stating that invest such Net Cash Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof (or within two hundred seventy (270) days of receipt thereof, if Borrower shall be have entered into a written commitment to reinvest such proceeds within such 180-day period) in long term productive assets of the general type used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiariesits Included Subsidiaries (except as set forth above); provided further, (y) to repair pending any such assets or (z) to acquire 100% of the Equity Interests of any person that owns investment all such replacement or other such assets no later than 360 days following the date of such Net Asset Sale (which certificate Proceeds shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as prepay outstanding Revolving Loans (without a result of this clause (ii) shall not be so reinvested as set forth reduction in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(cRevolving Commitments).

Asset Sales. Not later than five the third Business Days Day following the date of receipt by Parent or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Asset SaleSale by any Credit Party, the Borrower shall apply 100% of prepay the Borrowings in an aggregate amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Proceeds; provided that: (i) no such prepayment shall be required with , except in the case of Net Proceeds in respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting made pursuant to Section 6.4(a)(xiv) in no more than $1.0 million in any Fiscal Year that, together with all Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (iirespect of other Asset Sales made pursuant to Section 6.4(a)(xiv) during such Fiscal Year, exceed $100,000,000, so long as no Default or Event of Default shall then exist or would arise therefrom have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the aggregate Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Borrower and the other Credit Parties (which assets, in the case of any reinvestment of the Net Proceeds of any Asset Sale of any Collateral, shall constitute Collateral) within 365 days after the receipt of such Net Cash Proceeds (or within 180 days following the end of Asset Sales shall not exceed $20.0 million such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in any fiscal year of Borrower, which case during such proceeds period the Borrower shall not be required to be so applied on make such date prepayment to the extent of the amount set forth in such certificate; provided further that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that any such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in that are not so reinvested by the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date end of such Asset Sale 365-day period (which certificate shall as such period may be extended as set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to above) shall be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on prepay the last day Borrowings promptly upon the expiration of such period as a mandatory prepayment as provided in this Section 2.10(c)period.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.06(a), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less no more than $3.0 million 1,000,000 in Net Cash Proceeds in any fiscal yearyear (to the extent that either maximum amount set forth in this subclause (C) is exceeded, the Loan Parties shall be required to apply the entire amount of such Net Cash Proceeds (and not only the amount in excess of the maximum amounts set forth in this subclause) to prepay the Loans unless the Borrower shall comply with clause (c)(ii) below); provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowertherefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) be contractually committed to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days be so reinvested within 12 months following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, provided that if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 36012-day periodmonth period or, if ending later, the period ending 6 months after any such contractual commitment with respect to such Net Cash Proceeds was entered into, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by a Loan Party, Borrower shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan Account balances, as applicable) to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections Section 2.10(i) and (j); provided provided, that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d6.05(b)(ii), (e), (h), (i) or (jh), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million 100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 1.0 million in Net Cash Proceeds in any fiscal year; and (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales (except Asset Sales permitted under Section 6.05(b)(v)) shall not exceed $20.0 5.0 million in any fiscal year of Borroweryear, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person Person that owns such replacement or other such assets no later than 360 270 days following the date of such Asset Sale (which certificate Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Property purchased with the Net Cash Proceeds not required thereof (other than such Property purchased by a Foreign Subsidiary in connection with a Foreign Permitted Asset Sale) pursuant to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion subsection shall be applied on made subject to the last day Lien of such period as a mandatory prepayment as provided the applicable Security Documents in this Section 2.10(c).favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12;

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds (other than Excluded Net Cash Proceeds) of any Asset SaleSale by any Company, the Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (jSection 2.10(g); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom and therefrom, up to $25,000,000 in the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million proceeds in any fiscal year of Borrower, such the Borrower (other than in connection with the proceeds from an Asset Sale pursuant to Section 6.06(r) which shall be applied as provided above in this clause (c) without regard to this proviso) shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are reasonably expected to (I) be used reinvested in assets (xother than working capital) to purchase replacement assets or fixed or capital assets used or usable useful in the business of Borrower and any Loan Party within 12 months following the Subsidiariesdate of such Asset Sale, (yII) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days be used within 12 months following the date of such Asset Sale to comply with applicable capital requirements or finance the working capital needs of a Broker-Dealer Restricted Subsidiary, an operating regulated entity or a licensed mortgage Restricted Subsidiary, or an Equivalent Regulated Subsidiary (which certificate shall set forth the estimates of the proceeds or to make Investments permitted to be made under Section 6.04 which will be so expended)used by a Broker-Dealer Restricted Subsidiary, an operating regulated entity or a licensed mortgage Restricted Subsidiary, or an Equivalent Regulated Subsidiary) or (III) repay Excluded Debt and to correspondingly reduce commitments (if any) with respect thereto within 12 months following the date of such Asset Sale; provided, however, that and (ii) if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) or used within such 360-day period12 month period as provided in preceding clause (i), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided above in this Section 2.10(c).

Asset Sales. Not later than five Business Days following If the receipt Borrower or any of its Restricted Subsidiaries disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to Section 7.05(w) which, in any such case, results in the realization by such Person of Net Cash Proceeds of any Asset SaleProceeds, the Borrower shall apply prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received with respect thereto therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to make the $50,000,000 threshold set forth in clause (iii) below) in the aggregate for the Net Cash Proceeds received from all such Asset Sales 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 accordance with Sections 2.10(iclause (v) and (jbelow); provided that: (i) no such prepayment shall be required , with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per realized under an Asset Sale described in this Section 2.05(b)(ii), at the election of the Borrower (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and notified by the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate Sale), and so long as no Event of Default shall set forth have occurred and be continuing, the estimates of the proceeds to be so expended); provided, however, that if Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not required to be applied to make prepayments in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary of the Borrower as a result of this clause such acquisition) so long as (iiA) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided, further, that (i) any Net Cash Proceeds not be subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in clauses (x), (ythis Section 2.05(b)(ii) and (zii) within such 360-day period, such unused portion shall be applied on the last day use of such period proceeds for working capital shall not qualify as a mandatory prepayment as provided permitted reinvestment hereunder except in this Section 2.10(c)the case of an acquisition of a Person or business that includes working capital.

Asset Sales. Not later than five 3 Business Days following the receipt of any Net Cash Available Proceeds of any Asset SaleSale by Borrower or any of its Subsidiaries (excluding any Asset Sale to Borrower or any Subsidiary permitted hereunder), Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Available Proceeds; provided that so long as no Default or Event of Default has occurred and is continuing, and to the extent the aggregate of such Net Available Proceeds of Asset Sales does not exceed $5.0 million in the fiscal year of Borrower in which such Net Available Proceeds are received by Borrower or any of its Subsidiaries, such Net Available Proceeds shall not be required to be so applied on such date; provided further that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom Event of Default has occurred and the aggregate of is continuing, such Net Cash Available Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Available Proceeds shall are expected to be used to reinvest such Net Available Proceeds in productive assets (xother than current assets) to purchase replacement assets or fixed or capital assets of a kind then used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets its Subsidiaries no later than 360 days 12 months following the date of receipt of such Net Available Proceeds; provided that if the property subject to such Asset Sale (which certificate constituted Collateral, then all or substantially all property purchased with the Net Available Proceeds thereof pursuant to this subsection shall set forth be made subject to the estimates Lien of the proceeds to be so expended)applicable Security Documents in favor of the Collateral Agent for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided, howeverfurther, that any cash held pending reinvestment shall not count in the calculation of Available Cash; (ii) if all or any portion of such Net Cash Available Proceeds not required to be applied to make prepayments as a result of this described in clause (iii) above shall not be so reinvested as set forth in clauses (x), (y) and (z) applied within such 36012-day month period, the aggregate amount of such unused portion Net Available Proceeds from Asset Sales shall be applied on or before the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); and (iii) notwithstanding anything herein to the contrary, the Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of any Net Available Proceeds related to an Asset Sale with respect to the Hercules Highlander, Hercules Resilience or Hercules Triumph, and such Net Proceeds may not be reinvested pursuant to Section 2.10(c)(i).

Asset Sales. Not later than five Business Days following the receipt of Shall not, and shall not permit any Net Cash Proceeds of other Loan Party or Mexican Subsidiary to, make any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto Sales or enter into any agreement to make prepayments in accordance with Sections 2.10(i) and (j); provided thatany Asset Sales, except: (ia) no such prepayment shall be required with respect to Asset Sales of obsolete, worn out, idle or excess property, whether now owned or hereafter acquired, in the ordinary course of business; (Ab) any Asset Sale transactions permitted by Section 6.04(b)(ii7.02, Section 7.04 and Section 7.06; (c) licensing of intellectual property and leases or subleases of property, in each case in the ordinary course of business (or in the case of real property, no longer being used for such Person’s business), (b)(iii), ; (d), (e), (h), ) Asset Sales by the Borrower or any Subsidiary to the Borrower or another Subsidiary; provided that (i) if the transferor in such a transaction is the Borrower or a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor and (j)ii) if the transferor in such transaction is a Mexican Subsidiary, then the transferee must be the Borrower, a Subsidiary Guarantor or another Mexican Subsidiary; (Be) the disposition sale of the real properties and other properties and assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or listed on Schedule 7.05; (Cf) Asset Sales for by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, provided that (i) at the time of such Asset Sales, no Event of Default shall exist or would result from such Asset Sales, (ii) the aggregate fair market value resulting of all property disposed of in no more than $1.0 million reliance on this clause (f) (as determined in Net Cash Proceeds per Asset Sale (or series of related Asset Salesgood faith by the Borrower) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales year shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)10.0 million; provided, however, that (x) if all or the aggregate amount of Asset Sales made in any portion fiscal year shall be less than the maximum amount of such Net Cash Proceeds not required to be applied to make prepayments as a result of Asset Sales permitted under this clause (iif) shall not be so reinvested as set forth in clauses for such fiscal year (xbefore giving effect to any carryover), then an amount of such shortfall may be added to the amount of Asset Sales permitted under this clause (f) for the immediately succeeding (but not any other) fiscal year and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover); and (ziii) within the purchase price paid for such 360-day periodasset shall be paid to Borrower or such Subsidiary at least 75% in cash or Cash Equivalents; (g) Asset Sales of property to the extent that (i) such property is exchanged for, or for credit against the purchase price of, similar replacement property or (ii) the proceeds of such Asset Sale are promptly applied to the purchase price of such replacement property; and (h) transactions permitted by Section 7.09. To the extent (x) the Required Lenders waive the provisions of this Section 7.05 with respect to the sale of any Collateral or (y) any Collateral is sold as permitted by this Section 7.05, such unused portion Collateral (unless sold to the Borrower or a Guarantor, and only to the extent that the Liens of the First Lien Secured Parties and the Revolving Secured Parties on such Collateral is released on the same terms) shall be applied on sold free and clear of the last day of Liens created by the Security Documents, and, so long as the Borrower shall have provided the Agents such period certifications or documents as a mandatory prepayment as provided any Agent shall reasonably request in order to demonstrate compliance with this Section 2.10(c)7.05, the Agents shall take all actions they deem appropriate or reasonably requested by the Borrower in order to effect the foregoing.

Asset Sales. Not No later than five the fifth Business Days following Day after the Borrower’s or a Restricted Subsidiary’s receipt of any Net Cash Proceeds in excess of $10,000,000 of any Asset Sale, the Borrower or such Restricted Subsidiary shall apply 100make an offer to the Lenders to prepay Bridge Loans in an aggregate principal amount equal to such portion of such Net Proceeds as permitted under Section 4.10(b)(1) of the Indentures, at a price equal to 100.0% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) principal amount thereof, plus accrued and (j)unpaid interest and additional interest, if any; provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default under Section 7.1(a)(1), (7) or (8) shall then exist have occurred and be continuing at the time the Net Proceeds from any such Asset Sales are received, the Borrower shall have the option, directly or would arise therefrom and the aggregate through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) such Net Proceeds are so reinvested within 90 days of receipt thereof, or (y) the Borrower or one or more of its Restricted Subsidiaries have committed to purchase replacement reinvest such Net Proceeds during such 90-day period and such Net Proceeds are so reinvested within 90 days after the expiration of the initial 90-day period, in assets or fixed or capital assets used or usable useful in the business of the Borrower and the Subsidiaries, its Restricted Subsidiaries (y) or to repair use such Net Proceeds to replace assets or (z) to acquire 100% Disposed of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of in such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expendedSale); provided, howeverfurther, that if all or any portion of such Net Cash Proceeds not required to so reinvested shall be applied to make prepayments as a result the prepayment of this clause (ii) shall not be so reinvested the Bridge Loans as set forth in clauses (x), (ythis Section 2.11(a) and (z) within such 360-day period, such unused portion shall be applied on at the last day end of such period as a mandatory prepayment as provided in this Section 2.10(c)reinvestment period.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no No later than 360 days the [**] following the date of such receipt by any Loan Party of any Net Proceeds from any individual Asset Sales (other than any Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that if all or any portion of such Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth described in clauses (v), (vi), (viii), (x), (yxi) or (xii) of Section 6.9(b)) in excess of $[**], Company shall, subject to Section 2.11(b), prepay the Term Loans as set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $[**]; provided, so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the “Reinvestment Amounts”) to the costs of research, development, Commercialization, license, purchase, or other acquisition or investment of or in other assets or Products used or useful in the business of the Loan Parties, including working capital, capital expenditures and Permitted Acquisitions (the “Permitted Reinvestment Purposes”), and (ziii) the Loan Parties complete such reinvestment purchase within [**] after the initial receipt of such 360-day monies, the Loan Parties shall have the option to apply (A) [**]% of such Reinvestment Amounts to any Permitted Reinvestment Purposes in an aggregate amount not to exceed (1) $[**] in respect of any individual Asset Sale and (2) $[**] in the aggregate during the term of this Agreement; and (B) [**]% of such Reinvestment Amounts to any Permitted Reinvestment Purposes to the extent that such Reinvestment Amounts exceed $[**] in respect of any individual Asset Sale or exceed $[**] in the aggregate during the term of this Agreement; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable [**] period, and subject to Section 2.11(b), an amount equal to any such unused portion Net Proceeds shall be applied on within [**] after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the last day prepayment of such period the Term Loans as a mandatory prepayment as provided set forth in Section 2.11(a). (ii) Nothing contained in this Section 2.10(c)2.10(a) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.9.

Asset Sales. Not later than five one Business Days Day following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.10(h) and (ji); provided that: (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; and (ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million 750,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in fixed or capital assets used or usable in the business of Borrower and the Subsidiaries, (yincluding pursuant to a Permitted Acquisition) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 within 180 days following the date of such Asset Sale (which certificate Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverthat if the property subject to such Asset Sale constituted Collateral, that then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the second priority perfected Lien (subject to Permitted Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.12 and 5.13; and (ii) if all or any portion of such Net Cash Proceeds is not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as set forth in clauses (x), (y) and (z) within such 360180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Group Member (other than any issuance or sale of Equity Interests to or from any Group Member to another Group Member permitted hereunder), the Borrower shall apply an aggregate amount equal to 100% of the such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j2.10(j); provided that: : (i) no such prepayment shall be required under this clause (c) (A) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)disposition of property which constitutes a Casualty Event, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in the aggregate amount of Net Cash Proceeds per Asset Sale (or series of related from all such Asset Sales) , together with all Casualty Events, do not exceed $2,500,000 in any twelve month period (the “Asset Sale/Casualty Event Threshold” and less than $3.0 million in the Net Cash Proceeds in any fiscal yearexcess of the Asset Sale/Casualty Event Threshold, the “Excess Net Cash Proceeds”); and provided that, only such Excess Net Cash Proceeds shall subject to this Section 2.10(c); (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall then exist or would arise therefrom have occurred and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borrowerbe continuing, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds shall are expected to be used (x) to purchase replacement assets or fixed or capital reinvested in assets used or usable useful in the business of Borrower and the Subsidiariesany Group Member (including pursuant to a Permitted Acquisition, Investment or Capital Expenditure) or to be contractually committed to be so reinvested, within 15 months (yor within 21 months following receipt thereof if a contractual commitment to reinvest is entered into within 15 months following receipt thereof) to repair such assets or (z) to acquire 100% of the Equity Interests of any person that owns such replacement or other such assets no later than 360 days following the date of such Asset Sale Sale; and (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that iii) if all or any portion of such Excess Net Cash Proceeds not required that are the subject of a notice delivered pursuant to be applied to make prepayments as a result of this clause (ii) shall not immediately above is neither reinvested nor contractually committed to be so reinvested as set forth in clauses within such 15 month period (xor is not actually reinvested within such additional six (6) month period, if applicable), (y) and (z) within such 360-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).unused