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 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 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 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 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 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 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 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 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(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 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 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 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 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 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. (i) Not later than five (5) 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 JV Interests or of the type described in Sections 2.8(e), Borrower (f) and (g)) now owned or hereafter acquired, such Credit Party shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.10(i2.8(h) and (ji); provided that: (i) that no such prepayment repayment shall be required under this Section 2.8(c) 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 100,000 in Net Cash Proceeds per Asset Sale Disposition (or series of related Asset SalesDispositions) and less than $3.0 million 200,000 in aggregate Net Cash Proceeds before the Maturity Date, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (D) Dispositions permitted by Section 6.4(b)(i), (ii), (iii) (other than subclause (B) of Section 6.4(b)(iii)), (iv), (v), (vii), (viii) and (ix); and provided, further that so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from 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 all Net Cash Proceeds from any fiscal yearDisposition reinvested as described in clauses (I) and (II) below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 2.8(c)) shall not exceed an amount equal to $25,000,000 in the aggregate (I) within one (1) year of receipt thereof in long term productive assets of the general type used in the business of the Credit Parties, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within ten (10) Business Days of receipt thereof, provided that if any amount is so committed to be reinvested but is not reinvested within ten (10) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right; and (ii) so long as no Default shall then exist or would arise therefrom and Not later than one (1) Business Day following the aggregate receipt of any Net Cash Proceeds from the Disposition of the JV Interests, such Credit Party shall, subject to the Intercreditor Agreement apply 100% of such Net Cash Proceeds to make repayments of Asset Sales the Obligations (excluding Tranche B Obligations), if any are then outstanding, in accordance with Sections 2.8(h); provided that no such repayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required under this Section 2.8(c) with respect to be so applied on such date any Disposition to the extent that Borrower shall have delivered a certificate to the Administrative Agent no Obligations are then outstanding 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 receipt 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)Proceeds.

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 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, 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 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 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 (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 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 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 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 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 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 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 (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 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 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 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 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 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 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 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. (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 any Asset SaleSale by any Credit Party, Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(iSection 1.10(g) and (j)in an aggregate amount equal to 100% of such Net Proceeds; provided provided, that: (i) no such prepayment shall be required under this Section 1.10(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii5.6(a), (b)(iiic), (d), (e), (f), (g), (h), (i) ), (j), or (jk), (B) the disposition of assets property which constitutes, or which is subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Eventto, an Event of Loss, 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 1,000,000 in Net Cash Proceeds in the aggregate 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 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 reinvested (xor committed to be reinvested) to purchase replacement assets or fixed or capital in assets used or usable useful in 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 its Restricted Subsidiaries within 9 months following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Sale; provided, however, provided that if all or any portion of such Net Cash Proceeds is not required so reinvested within such 9 month period (or not 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 9 month period and not actually reinvested within 180 days after the expiration of such 9 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(c1.10(c).

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 later than five Business Days following the receipt of any Net Cash Proceeds of No Company will 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 the 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 that (i) at least 80% of the Net consideration therefor, measured at the time thereof, consists of cash and 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)Equivalents, (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 the consideration therefor has a Fair Market Value at the time of such Asset Sale, in the good faith opinion of the Borrower, at least equal to that of the Property subject to such Asset Sale and (iii) the aggregate of such Net Cash Proceeds of Asset Sales consideration received therefor shall not exceed $20.0 million in any fiscal year or $70.0 million since the Closing Date; (c) leases, subleases, licenses or sublicenses of Borrowerreal or personal property in the ordinary course of business and in accordance with the applicable Security Instruments; (d) mergers and consolidations in compliance with Section 9.08; (e) Investments in compliance with Section 9.03; (f) Sale and Leaseback Transactions of Restaurant Locations so long as Sections 2.08(c) and 9.05 are complied with; and (g) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event. To the extent the Majority Lenders or all the Lenders, as applicable, waive the provisions of this Section 9.16 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 9.16, such proceeds Collateral (unless sold to a Company) shall not be required to be sold free and clear of the Liens created by the Security Instruments, and, so applied on such date to long as 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 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 demonstrate compliance with this Section 2.10(c)9.16, the Agents shall take all actions necessary or reasonably requested by the Companies in order to effect the foregoing.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to (x) deliver a Borrowing Base Certificate as required by Section 6.1(i)(ii) and (y) make prepayments of Loans in accordance with Sections 2.10(i2.8(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 2.8(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 property which constitutes a Casualty Event, or (CB) Asset Sales for fair market value 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 10,000,000 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 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 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) reinvested or committed to purchase replacement assets or fixed or capital assets used or usable be reinvested in inventory in housing markets in which the business of Borrower and Loan Parties operate on 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 Effective Date within 180 days following the date of receipt of Net Cash Proceeds from 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 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) re-invested 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(c2.8(c).

Asset Sales. Not later If, subsequent to the Closing Date, the Borrower or any Subsidiary shall receive Net Cash Sales Proceeds from any Disposition (other than a Disposition permitted under clauses (a) or (b) of Section 6.2 hereof) of assets other than Ground Assets or other Satellite Assets, then within five Business Banking Days following the after receipt of any Net Cash Sales Proceeds of any Asset Saletherefrom, the Borrower shall apply 100% prepay the outstanding principal amount of the Loans, together with interest accrued thereon to the date of such prepayment, in an amount equal to such Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i) and (j)Sales Proceeds; provided that: (i) provided, that no such prepayment shall be required under this Section 3.1(g)(i) with respect to (Ax) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition Dispositions of assets subject to a condemnation other than Ground Assets or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales other Satellite Assets for fair market value resulting in no more than $1.0 million 10,000,000 (disregarding for purposes of this Section 3.1(g)(i) the $10,000,000 threshold in clause (b) of the definition of “Disposition”) (the “Trigger Amount”) in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Sales Proceeds in any fiscal yearFiscal Year; and provided further, that there shall be required to be applied to the prepayment of the Loans only fifty percent (ii50%) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Sales Proceeds in excess of Asset Sales shall not exceed the Trigger Amount and equal to or less than $20.0 million 50,000,000 in any fiscal year of Borrower, such proceeds shall not be required to be so applied on such date Fiscal Year; to the extent that extent, with respect to the immediately foregoing proviso, the Borrower shall have delivered a certificate Certificate from a Responsible Official to the Administrative Agent on or prior to such date stating that such Net Cash Sales Proceeds shall are expected to be used (x) to purchase replacement assets or reinvested in specific fixed or capital assets used or usable in required for the business of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% conduct of the Equity Interests of any person that owns such replacement or other such assets no later than 360 Permitted Business within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); providedDisposition, however, and provided further that if all or any portion of such Net Cash Sale Proceeds shall not required have been reinvested pursuant to be applied to make prepayments as a result of this clause (iix) within 180 days after the date of such Disposition, on such 180th day (or if not a Banking Day, the next Banking Day) Borrower shall not be so reinvested as set forth make a prepayment of principal under the Loans in clauses (x)an amount equal to such unreinvested balance, and (y) and (z) within such 360-day period, such unused portion shall be applied any Disposition set forth on the last day of such period as a mandatory prepayment as provided in this Section 2.10(cSchedule 3.1(g)(i).

Asset Sales. Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company, the Borrower shall apply an 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); 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 expended2.10(h); provided, however, that if with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.10(c), at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date of such Asset Sale), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary thereof may reinvest all or any portion of such Net Cash Proceeds not required in fixed or capital assets of the Borrower or such Subsidiary, so long as within 365 days after the receipt of such Net Cash Proceeds such reinvestment transactions shall have been consummated; provided that, if the Borrower or such Subsidiary enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of the Borrower or such Subsidiary within 365 days of the receipt thereof, the Borrower or such Subsidiary thereof shall be applied permitted to make prepayments as a result consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; provided further, that the aggregate amount of such Net Cash Proceeds reinvested in accordance with this clause (iiSection 2.10(c) shall not exceed $1,000,000 in any fiscal year of the Borrower; and provided further, however, that any Net Cash Proceeds not reinvested in accordance with the terms of, and within the time frames set forth in, this Section 2.10(c) shall be so reinvested immediately applied to the prepayment of the Loans 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 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), 6.06(b) through (b)(iii), (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 2.5 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; andprovided that clause (C) 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 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 days 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); 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; and (iii) notwithstanding any provision of this Section 2.10(c) to the contrary, to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment under this Section 2.10(c) (a “Foreign Asset Sale”) would cause material adverse tax consequences (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds, then, to the extent that such material adverse tax liability is not directly attributable to actions taken by the Borrower or its Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Agreement, the Net Cash Proceeds from a Foreign Asset Sale so affected may be retained by the applicable Foreign Subsidiary, provided that on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.10(c), the Borrower applies an amount equal to such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by or was attributable to the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated.

Asset Sales. Not After the expiry of the Certain Funds Period, not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Company (other than any issuance or sale of Equity Interests to or from Holdings, Borrower or a Subsidiary Guarantor), 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(j) and (j2.10(k); provided that: (i) no such prepayment shall be required under this subclause (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 property which constitutes a Casualty Event, or (CB) to the extent the Net Cash Proceeds of any Asset Sales for fair market value resulting or series of related Asset Sales do not result in no more than $1.0 million 5,000,000 per twelve (12) month period (the “Asset Sale Threshold” and the Net Cash Proceeds in excess of the Asset Sale Threshold, the “Excess Net Cash Proceeds”) 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 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 Subsidiaries, any Company (yincluding pursuant to a Permitted Acquisition) or 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 be contractually committed to be so expended); providedreinvested, however, that if all within twelve (12) months (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).eighteen

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by Parent Borrower or any of its Subsidiaries, Borrower Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto make or cause to make be made 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), (ef), (g) or (h) (in the case of clause (h), to the extent that the aggregate consideration (iother than consideration that is contingent upon the ultimate success of such assignee’s commercialization of such Intellectual Property) is less than $5.0 million with respect to each long-term exclusive license or assignment (jor in the case of related long-term exclusive licenses or assignments, each family or other group of such exclusive licenses or assignments)), (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 200,000 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) so long as no 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 Borrower75.0 million, such proceeds shall not be required to be so applied on such date to the extent that Parent 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 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 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 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. (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 than five Business Days following the receipt Effect any disposition of any Net Cash Proceeds property, or agree to effect any disposition of any Asset Saleproperty, Borrower 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) no such prepayment shall be required with respect to dispositions of surplus, worn out or obsolete property (Aother than Vessels) by the Administrative Borrower or any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) of its Restricted Subsidiaries in the ordinary course of business and the abandonment or (j), (B) the other disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to Intellectual Property that is, in 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 reasonable good faith judgment 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 Administrative Borrower, such proceeds shall not be required no longer economically practicable to be so applied on such date to maintain or useful in 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 conduct of the business of the Restricted Parties taken as a whole; (b) other dispositions of property (other than the Equity Interests of the Co-Borrower and or a Subsidiary Guarantor unless, in the Subsidiariescase of a Subsidiary Guarantor, (y) to repair such assets or (z) to acquire 100% all 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 Subsidiary Guarantor is sold in compliance with this clause (which certificate shall set forth the estimates of the proceeds to be so expendedb)); provided, howeverthat (i) no Event of Default then exists or would result therefrom, 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) the Loan Parties shall not be so reinvested in compliance, on a pro forma basis after giving effect to (x) such disposition (as well as all other dispositions since the last day of the most recently ended fiscal quarter of the Administrative Borrower and on or prior to the subject disposition) and (y) any purchases of vessels that became Collateral Vessels (and for which Vessel Appraisals were delivered to the Administrative Agent) during the period set forth in clauses the parenthetical in preceding clause (x), with the financial covenant set forth in Section 6.10 for the most recently ended fiscal quarter of the Administrative Borrower as if such disposition (yor dispositions and/or purchases) and (z) within such 360-day period, such unused portion shall be applied occurred on the last day of such period fiscal quarter, (iii) the aggregate consideration received in respect of all dispositions of property pursuant to this clause (b) shall not exceed $325,000,000, (iv) such dispositions of property are made for Fair Market Value and on an arms-length commercial basis and (v) at least 75% of the consideration payable in respect of such disposition of property is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition; (c) leases of, or charter contracts in respect of, real or personal property (other than Sale and Leaseback Transactions) in the ordinary course of business and in accordance with the applicable Security Documents; (d) the Transactions as a mandatory prepayment as provided contemplated by, and in this compliance with, the Transaction Documents; (e) Investments in compliance with Section 2.10(c).6.04; (f) dispositions consisting of mergers and consolidations in compliance with Section 6.05;

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 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)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii), 6.06 other than subsection (b)(iii), (d), (e), (h), (i) or (jb), (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 less 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 (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 within 360 days following the date of the receipt of the Net Cash Proceeds 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); 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 (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 equal to 100% of such Net Cash Proceeds; 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 10.0 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).

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 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 2.14(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. (i) Not later than five (5) 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 JV Interests or of the of the type described in Sections 2.8(e), Borrower (f) and (g)) now owned or hereafter acquired, such Credit Party shall apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.10(i2.8(h) and (ji); provided that: (i) that no such prepayment repayment shall be required under this Section 2.8(c) 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 100,000 in Net Cash Proceeds per Asset Sale Disposition (or series of related Asset SalesDispositions) and less than $3.0 million 200,000 in aggregate Net Cash Proceeds before the Maturity Date, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (D) Dispositions permitted by Section 6.4(b)(i), (ii), (iii) (other than subclause (B) of Section 6.4(b)(iii)), (iv), (v), (vii), (viii) and (ix); and provided, further that so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from 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 all Net Cash Proceeds from any fiscal yearDisposition reinvested as described in clauses (I) and (II) below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 2.8(c)) shall not exceed an amount equal to $25,000,000 in the aggregate (I) within one (1) year of receipt thereof in long term productive assets of the general type used in the business of the Credit Parties, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within ten (10) Business Days of receipt thereof, provided that if any amount is so committed to be reinvested but is not reinvested within ten (10) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right; and (ii) so long as no Default shall then exist or would arise therefrom and Not later than one (1) Business Day following the aggregate receipt of any Net Cash Proceeds from the Disposition of the JV Interests, such Credit Party shall, subject to the Intercreditor Agreement apply 100% of such Net Cash Proceeds to make repayments of Asset Sales the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) and (i); provided that no such repayment shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required under this Section 2.8(c) with respect to be so applied on such date any Disposition to the extent that Borrower shall have delivered a certificate to the Administrative Agent no Obligations are then outstanding 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 receipt 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)Proceeds.

Asset Sales. Not (xv) No later than five the fifth Business Days Day following the date of receipt by any Loan Party of any Net Cash Proceeds of from Asset Sales (other than any Asset SaleSale described in clauses (i), Borrower shall apply 100% of the (iv), (v), (vi), (vii), (viii), (x) (solely with respect to Net Cash Proceeds received with respect thereto by BHVN Asia from the sale of its interests in BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries, and for the avoidance of doubt excluding Net Proceeds retained by BHVN Asia, BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries from the issuance of newly issued Capital Stock), (xi) or (xiii) of - 52 - US-DOCS\116826573.25 Section 6.9(b)) in excess of, Borrowers shall, subject to make prepayments Section 2.11(b), prepay the Term Loans as set forth in accordance with Sections 2.10(iSection 2.11(a) and (j)in an aggregate amount equal to such Net Proceeds in excess of; provided that: provided, such prepayment shall not be required so long as (i) no such prepayment Default or Event of Default shall have occurred and be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)continuing, (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 Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the “Reinvestment Amounts”) to reinvest in 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 costs of purchase replacement assets or fixed or capital of other assets used or usable useful in the business of Borrower and the SubsidiariesLoan Parties including capital expenditures, (yiii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such reinvestment or purchase within 365 days after the initial receipt of such monies, the Loan Parties shall have the option to repair such apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or (z) to acquire 100% useful in the business 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 Parties; provided, however, that if all or any portion of such Net Cash Proceeds not required are no longer intended to be applied to make prepayments as a result of this clause (ii) shall or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Company reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in clauses Section 2.11(a). (x), (yxvi) 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 Nothing contained in this Section 2.10(c)2.10(a) shall permit the Company 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 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); provided that: (i) no such prepayment Section 7.4 hereof, the Borrower shall be required with respect make a repayment of the Loans then outstanding in an amount equal 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)Proceeds; provided, however, that if all prior to the occurrence or any portion 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) in the ordinary course of the Borrower's or its Subsidiaries' businesses, (ii) the Net Proceeds of which have been used by the Borrower or its Subsidiaries to acquire or purchase an asset or assets within twelve (12) months of the date of such asset disposition so long as the Borrower is in compliance with all terms and conditions of this Agreement, (iii) the Net Cash Proceeds of which do not exceed (A) $5,000,000 for any single transaction (or series of related transactions), and (B) $15,000,000 in the aggregate during the term hereof, (iv) in the event that Borrower delivers to the Administrative Agent evidence that the Net Proceeds of such disposition have been used by the Borrower or its Subsidiaries for any sale/leaseback or similar arrangement involving the Borrower's towers, (v) to the extent that the Total Leverage Ratio is less than 6.0 to 1.0 (before and after giving effect to the application of such proceeds), and the after-tax Net Proceeds of which are used to retire in whole or in part the Junior Preferred Stock or (vi) the Net Proceeds of which were realized from the sale of the to-be-acquired Triton Kansas Properties in excess of 7.00 to 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 Proceeds required to be applied to make prepayments as a result of repaid under this clause (iiSection 2.7(b)(vi) 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 to the Term Loans then outstanding (on 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 last day principal amount of the Loans being prepaid pursuant to this Section 2.7(b)(iv) to the date of such period as a mandatory prepayment as provided in this Section 2.10(c)will be paid by the Borrower concurrently with such principal prepayment.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall 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 Borrower, no longer economically worthwhile to maintain or otherwise useful in the conduct of the business of the Companies taken as a whole; (b) Asset Sales at fair market value; provided, that, (i) the aggregate fair market value of assets disposed of in respect of all Asset Sales pursuant to this clause (b) shall not exceed $50.0 million in any fiscal year of Borrower (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, 2021) shall apply 100be less than the maximum amount of Asset Sales permitted under this Section 6.06(b) for such fiscal year (after giving effect to any carryover), then the amount of such shortfall shall be added to the amount of Asset Sales permitted under this Section 6.06(b) for the immediately succeeding fiscal year) and (ii) at least 75% of the Net purchase price for all property subject to such Asset Sale shall be paid to Borrower or such Subsidiary solely in cash and Cash Proceeds received Equivalents; provided, that, this clause (ii) shall not apply to the Asset Sale anticipated to be made by Entity 2 and described in the Side Letter; (c) leases of real or personal property in the ordinary course of business; (d) mergers and consolidations in compliance with respect thereto Section 6.05 (other than by reference to make prepayments this Section 6.06 (or any clause hereof)); (e) Investments in accordance compliance with Sections 2.10(iSection 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 prior to the Closing Date; (h) the settlement or early termination of any Permitted Bond Hedge Transaction and (j); provided that:the settlement or early termination of any related Permitted Warrant Transaction; (i) no such prepayment shall be required with respect the issuance of Equity Interests by Entity 1 to (A) any Asset Sale the extent permitted by pursuant to Section 6.04(b)(ii)6.12, (b)(iii), (d), (e), (h), (i) or (j), (B) and 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 any Equity Interests of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal yearEntity 1; and (iij) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of other Asset Sales shall for aggregate consideration not to exceed $20.0 million in any fiscal year year. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of Borrower, such proceeds shall not be required to be so applied on such date this Section 6.06 with respect to the extent that 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 long as 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 Agents shall take all actions that are reasonably requested by Borrower in order to evidence or prior to such date stating that such Net Cash Proceeds effect the foregoing. For purposes of Section 6.06(b)(ii), the following shall be used 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 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(iSection 2.09(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 2.09(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 30.0 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 the 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(c2.09(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 5.10 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 Restricted Subsidiaries, Borrower the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto make or cause to make be made prepayments in accordance with Sections 2.10(i2.12(g) and (j)2.12(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 2.12(c) 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 $15,000,000 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), (l), (m), (n), (o) 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 million 25,000,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million 50,000,000 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 amount of such Net Cash Proceeds from such Asset Sale (or series of related Asset Sales Sales) shall not exceed $20.0 million 250,000,000 in any fiscal year the aggregate for the term of Borrowerthis Agreement, such proceeds shall not be required to be so applied on such date to the extent that Borrower Holdings 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 Restricted Subsidiaries within 15 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 so reinvested within such 15-month period (unless, during such 15-month period, Holdings or the applicable Restricted Subsidiary has entered into an agreement committing to so reinvest such Net Cash Proceeds not later than the date that is 18 months 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 2.12(c) (and, in the case of Net Cash Proceeds so committed to be applied to make prepayments as a result reinvested not later than the date that is 18 months following the date of this clause (ii) shall such Asset Sale, if all or any portion of such Net Cash Proceeds is not be so reinvested as set forth in clauses (x), (y) and (z) within such 36018-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(c2.12(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 Security 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 In addition to any other mandatory repayments pursuant to this Section 5.02, on each date on or after the receipt Initial Borrowing Date upon which the Borrower or any of its Subsidiaries receives any Net Cash Proceeds of cash proceeds from any Asset Sale, Borrower shall apply an amount equal to 100% of the Net Cash Sale Proceeds received with respect thereto to make prepayments therefrom shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 2.10(i5.02(h) and (ji); provided that: (i) no such prepayment shall be required that 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 5,000,000 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 cash proceeds from Asset Sales shall not exceed $20.0 million in any fiscal year of the Borrower, such proceeds the Net Sale Proceeds therefrom shall not be required to be so applied on such date to so long as no Default or 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 Sale Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable to be used in the business permitted pursuant to Section 10.15 (including, without limitation (but only to the extent permitted by Section 10.02), the purchase of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests capital stock of any person that owns a Person engaged in such replacement or other such assets no later than 360 businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverand provided further, that if all or any portion of such Net Cash Sale Proceeds not required to be applied to make prepayments as a result the repayment of this clause (ii) shall outstanding Term Loans are not be so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from 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 the case may be) as a mandatory prepayment repayment of principal of outstanding Term Loans as provided above in this Section 2.10(c5.02(e) without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not be required to be applied to a mandatory prepayment of Term Loans pursuant to this Section 5.02(e).

Asset Sales. Not later than five one Business Days Day 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 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) so long as no Default is then continuing or would arise therefrom, 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 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 Default shall is then exist continuing 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 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); 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 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) sales of Inventory in each case in the ordinary course of business, or (j)ii) used or surplus equipment, or (Biii) 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 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 $15,000,000, the Payment Conditions shall be satisfied after giving effect to such sale, transfer or disposition, and the Lead Borrower shall deliver an updated Borrowing Base Certificate relating to the Fiscal Month ended immediately prior to such sale, transfer or disposition, calculated after giving effect to the sale, transfer or disposition of such Collateral and the application of the proceeds thereof; provided further that if such sales, transfers or dispositions include the sales, transfers or dispositions of Intellectual Property material and necessary for the operation of the assets of the Credit Parties and their Subsidiaries, taken as a whole, to the extent the Credit Parties or one of their Subsidiaries retains rights in such transferred Intellectual Property solely for the purpose of use with the Collateral, such rights shall be subject to a condemnation or eminent domain proceeding or insurance settlement limited, non-exclusive, royalty-free, worldwide (solely to the extent it does worldwide rights are retained) license of such Intellectual Property in favor of the Agent for use in connection with the exercise of the rights and remedies of the Secured Parties in connection with the Collateral; (e) sales or issuances by the Lead Borrower of any of its capital stock or other equity interests that do not constitute result in a Casualty Event, Change in Control; (f) sales or issuances of capital stock or other equity interests to any Borrower; (Cg) Asset Sales the sale of any Real Property; provided that (i) the consideration 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 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 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 Agent 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 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 1,250,000 or the aggregate amount of Net Cash Proceeds per from all such Assets Sales, together with all Casualty Events, do not exceed $5,500,000 in any 12 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 June 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 June 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 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 period18 month period (and actually reinvested within 24 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 the third 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(i2.10(h) and (j)i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) no such prepayment or reinvestment 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 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 year; and; (ii) so long as no Event of Default shall then exist or be continuing or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 1.0 million in any fiscal year of BorrowerHoldings, such proceeds shall not be required to be so applied on such date to the extent that Borrower Holdings 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 fixed or capital reinvested in assets used or usable useful in the business of Borrower Borrowers 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 their respective Subsidiaries 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 Sections 5.11 and 5.12; and (iii) so long as the Specified Asset Sale Amount shall not exceed $250,000, no prepayment or reinvestment shall be required under the provisions of this Section 2.10(c) from the Net Cash Proceeds of Specified Asset Sales.

Asset Sales. Not later than five three Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received re- ceived with respect thereto to make prepayments in accordance with Sections 2.10(i2.13(h) and (ji); provided that: (i) no such prepayment shall be required under this Section 2.13(b)(i) with respect to (A) any Asset Sale dispositions permitted by Section 6.04(b)(ii6.03 and Section 6.05(b), (b)(iiif), (d), (e), (h), (ig) or (j), to the extent no Net Cash Proceeds result therefrom) (h) 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) Asset Sales for fair market value dispositions 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 from Casualty Events applied as set forth in Net Cash Proceeds in any fiscal year; andSection 2.13(e). (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 2.5 million in any fiscal year of the Borrower, such proceeds shall not be required to be so applied on such date to the extent that (A) the 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 that if the acquired person is or shall be a Subsidiary of the Borrower, such Subsidiary shall execute and deliver a Guarantee Agreement if required by Section 5.13 and take or cause to be taken such further actions as may be required by this Agreement, including Sections 5.11 and 5.13 and the other Loan Documents; provided, however, and (B) all such Net Cash Proceeds in excess of $2.0 million in the aggregate at any time shall be held in the Collateral Account and released therefrom only in accordance with the provisions of the Security Documents; 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 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(c2.13(b); 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 Section 5.11.

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 Sections 2.8(f) and other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156) now owned or hereafter acquired, Borrower shall make a written offer to each Lender (by delivering such offer to Administrative Agent who shall (x) promptly deliver such offer to each Lender and (y) thereafter notify Borrower when Administrative Agent has delivered such notice to the Lenders) to apply 100% of the such Net Cash Proceeds received with respect thereto to make prepayments repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.10(i2.8(h) and (ji) and each Lender shall have thirty (30) days after it receives such written offer from Borrower (or Administrative Agent as applicable) to determine whether to accept its Pro Rata Share of such payment offered to Lenders (failure by a Lender to respond within such thirty (30) day period shall be construed as acceptance of such offer for payment by such Lender); provided that: (i) that no such prepayment repayment shall be required under this Section 2.8(c) 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, or (D) Dispositions permitted by Section 6.4(b) other than Sections 6.4(b)(vi) and 6.4(b)(xxiv) (other than in regards to joint ventures that constitute Excluded Subsidiaries) (for the avoidance of doubt, clausees (B) and (C) of this sentence shall not include any Disposition involving the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156); 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 have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent) 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 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 2.8(c)) shall not exceed an amount equal to $20,000,000 in the aggregate through the Maturity Date, within one (1) year of receipt thereof to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, in each case, to the extent that the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Lien granted pursuant to the Security Instruments in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.8, 5.11, 5.12 and 6.15, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall offer to repay the Obligations in accordance with this Section 2.8(c)(i) in accordance with the procedures outlined above without giving further effect to such reinvestment right (to the extent that the Lenders have accepted the offer of prepayment); and (ii) so long as no Default Each written offer to prepay the Loans delivered to Administrative Agent in accordance with Section 2.8(c) shall then exist or would arise therefrom specify the proposed repayment date, the principal amount of the Loans offered to be repaid, the amount of accrued interest due in connection therewith and the aggregate amount of any Applicable Premium, if any. Each repayment of any or all of the Loans shall be applied according to Section 2.8(h). Repayments shall be accompanied by accrued interest to the extent required by Section 2.6. If any Lender accepts such offer, subject to Section 2.8(h) hereof, the Credit Parties shall pay to Administrative Agent, for the benefit of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of BorrowerLender, such proceeds Lender’s Pro Rata Share of the aggregate prepayment offered to Lenders within one (1) Business Day after the thirty (30) day period after such Lender receives the offer from the Borrower or Administrative Agent, as applicable, and each such prepayment shall not be required accompanied by a written notice to Administrative Agent specifying the amount of principal, interest and Applicable Premium being paid. All offers to prepay the Loans under this Section 2.8(c) shall be so applied made on such date a pro rata basis based upon each Lender’s Pro Rata Share. For the avoidance of doubt, Borrower shall be excused from making an offer to prepay the Loans under Section 2.8(c)(i) to the extent that Borrower shall have it has delivered a certificate written notice to Administrative Agent 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 2.8(c)(i) (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent on Agent) provided that (i) the Borrower is otherwise entitled to invest or prior to such date stating that such reinvest the Net Cash Proceeds pursuant to Section 2(c)(i) hereof and (ii) this sentence shall not be used (x) construed to purchase replacement assets or fixed or capital assets used or usable in limit the business of Borrower’s obligation to offer to prepay the Loans to the extent that the Borrower and fails to invest the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of applicable Net Cash Proceeds 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 time periods set forth in Section 2.8(c)(i). (iii) Without limiting or otherwise modifying the estimates provisions of the proceeds to be so expended); providedSection 6.4 hereof, however, that if all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 is subject to a Disposition, within fifteen (15) Business Days after the Net Cash Proceeds from such Disposition are received, Borrower shall make a written offer to each Lender (by delivering such offer to Administrative Agent who shall (x) promptly deliver such offer to each Lender and (y) thereafter notify Borrower when Administrative Agent has delivered such notice to the Lenders) to apply 100% of such Net Cash Proceeds from such Disposition to make repayments of the outstanding Obligations in accordance with Sections 2.8(h) and (i) and each Lender shall have thirty (30) days after it receives such written offer from Borrower (or Administrative Agent, as applicable) to determine whether to accept its Pro Rata Share of such payment offered to the Lenders (failure by a Lender to respond within such thirty (30) day period shall be construed as acceptance of such payment by such Lender) provided that no such repayment shall be required under this Section 2.8(c)(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 or (C) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(iii) or (vi)). 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 2.8(c)(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 Instruments in favor of the Administrative Agent, for the benefit of the Secured Parties in accordance with Sections 5.8, 5.11, 5.12 and 6.15. (iv) Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Pledge and Security Agreement) set forth in clauses the Pledge and Security Agreement, promptly upon delivering notice to Administrative Agent (x)or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) 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 2.8(c)(i) 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 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 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 5.12 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 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 The Loan Parties will not, and will not permit any of the receipt Subsidiaries to, sell, transfer, lease or otherwise dispose of any Net Cash Proceeds of asset, including any Asset Salecapital stock, Borrower shall apply 100% nor will the Loan Parties permit any of the Net Cash Proceeds received with respect thereto Subsidiaries to make prepayments issue any additional shares of its capital stock or other ownership interest in accordance with Sections 2.10(i) and (j); provided thatsuch Subsidiary, except: (a) (i) no sales of Inventory in the ordinary course of business, or (ii) sales of used or surplus equipment, or (iii) Permitted Investments, in each case in the ordinary course of business; (b) sales, transfers and dispositions among the Loan Parties and their Subsidiaries, provided that any such prepayment sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be required made in compliance with respect to SECTION 6.06(b)(ii); (Ac) sale-leaseback transactions involving any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h)Borrower's Real Estate as long as, (i) or (j)with respect to any Eligible Real Estate, (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement net cash proceeds therefrom are at least equal to the extent it amounts necessary so that, after giving effect to such transaction, Availability does not constitute a Casualty Eventdecline, 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) if the Administrative Agent so long as no Default requests, the Administrative Agent shall then exist or would arise therefrom and have received an intercreditor agreement executed by the aggregate purchaser of such Net Cash Proceeds Real Estate on terms and conditions reasonably satisfactory to the Administrative Agent; (d) sales and dispositions of Asset Sales shall not exceed $20.0 million Inventory and other Collateral in connection with store closures permitted hereunder; (e) sales and dispositions of store locations and assets located therein as an entirety provided that in any fiscal year of Borrowerthe Loan Parties, such proceeds sales or dispositions shall not exceed more than ten percent (10%) of the stores in operation at the commencement of such fiscal year and provided further that the proceeds of such sales or dispositions are at least equal to the amounts necessary so that, after giving effect to such sale or disposition, Availability does not decline; provided that (i) any sales or dispositions under clauses (d) or (e) hereof shall be required to be so applied for amounts greater than the effective loan advance rate for such assets under this Agreement, or (ii) if no loan advance rate exists for such assets or if such sale or disposition is for amounts less than the effective loan advance rate, for such consideration and on such date to the extent that Borrower shall have delivered a certificate terms as may be reasonably acceptable to the Administrative Agent on or prior to such date stating Agent; provided further that such Net Cash Proceeds all sales, transfers, leases and other dispositions permitted hereby (other than sales, transfers and other dispositions permitted under clause (b)) shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in made at arm's length and for fair value; and further provided that 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 authority granted under clauses (xa)(ii), (ya)(iii), (c), (d) and (ze) within such 360-day period, such unused portion shall hereof may be applied on terminated in whole or in part by the last day 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 In the receipt event of any Net Cash Proceeds contemplated Asset Sale or series 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 Sales (j); provided that: (i) no such prepayment shall be required with respect to (A) other than any Asset Sale permitted by under Section 6.04(b)(ii9.09 (other than Section 9.09(g), (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 yielding 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 excess of $2,500,000 in the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed $20.0 million in any fiscal year of Borroweraggregate, 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 provide written notice of such Asset Sale to Administrative Agent within five (which certificate 5) Business Days of the consummation -44- thereof and, if within such notice period Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(i), Borrower shall prepay the aggregate outstanding principal amount of the Term Loans in an amount equal to the entire amount of the Asset Sale Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees (including any fees payable pursuant to the Fee Letter) then due and owing, plus the Prepayment Premium, if any, applicable to such repayment of the Term Loans, applied as set forth in Section 3.03(b)(iii) below. Notwithstanding the estimates foregoing, if at the time of the proceeds receipt or application of such Asset Sale Net Proceeds, no Event of Default has occurred and is continuing and Borrower delivers to be so expended)Administrative Agent a certificate, executed by an Responsible Officer of Borrower, that it intends within three hundred sixty (360) days after receipt thereof to use all of such Asset Sale Net Proceeds either to purchase assets used in the ordinary course of business of the Obligors or to make Capital Expenditures, the Obligors may use such Asset Sale Net Proceeds in the manner set forth in such certificate; provided, however, that if all or that, (a) any portion of such Asset Sale Net Cash Proceeds not required to be applied to make prepayments as a result of this clause (ii) shall not be so reinvested as used within the period set forth in clauses (x)such certificate shall, (y) and (z) within on the first Business Day immediately following such 360-360 day period, such unused portion be applied as a prepayment in accordance with Section 3.03(b)(iii) below and (b) any assets so acquired shall be applied on subject to the last day of security interests under the Loan Documents with not less than the same priority as the assets subject to such period as a mandatory prepayment as provided in this Section 2.10(c)Asset Sale.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Sections 2.10(i2.05(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 2.05(c)(i) with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii7.05(a), (b)(iiic), (d) (but excluding Dispositions permitted by Section 7.04(e)), (e), (h), (if) or (j), h) 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) 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 yearproperty which constitutes Extraordinary Receipts; and (ii) 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 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 Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that an amount equal to such Net Cash Proceeds shall are expected to be used (x) to purchase replacement reinvested in long term productive assets or fixed or capital assets of the general type used or usable useful in the business of the Borrower and its Subsidiaries or used to make Permitted Acquisitions or acquire a brand or trademark and related assets used or useful in the Subsidiaries, (y) to repair such assets or (z) to acquire 100% business of the Equity Interests Borrower and its Subsidiaries within three hundred sixty-five (365) days of any person that owns such replacement or other such assets no later than 360 days following the date receipt of such Asset Sale (Net Cash Proceeds, 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 360-day period, 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(c2.05(c); provided, further, that pending any such reinvestment, all such Net Cash Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Loan Commitments).

Asset Sales. Not later (i) If the Parent Guarantor or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale (other than the sale or issuance of Equity Interests of the Borrower), one hundred percent (100%) of such Net Proceeds shall be applied within five (5) Business Days following after receipt thereof toward the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall apply 100% prepayment of the Net Cash Proceeds received with respect thereto to make prepayments Term Loans on a pro rata basis or a prepayment of Revolving Loans as set forth in accordance with Sections 2.10(i) and (jSection 2.05(b)(vi); provided that: that (ix) no such prepayment shall be required with respect to (A) any the Net Proceeds from Asset Sale Sales 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 8.05 shall not be required to be so applied as provided herein on such date if and to the extent that (1) no Event of Default then exists or would arise therefrom and (2) the Borrower shall have delivered a delivers an officers’ certificate to the Administrative Agent on or prior to the date of such date Asset Sale stating that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets reinvested in property used or usable in 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 its Subsidiaries in each case within one year following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, however, that and (y) if all or any portion of such Net Cash Proceeds not required to be so applied to make prepayments as a result of this clause (ii) shall provided herein is not be so reinvested as set forth in clauses (x), (y) and (z) used within such 360-day one year period, such unused remaining portion shall be applied on the last day of such period as a mandatory prepayment as provided specified in this Section 2.10(c2.05(b)(ii); provided, further, if the property subject to such Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other holders of the Obligations in accordance with Section 7.11.

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. (a) The Issuer shall not, and shall not permit any Restricted Party to, directly or indirectly, effect any disposition of any property, except that the following shall be permitted (an “Asset Sale”): (1) dispositions of surplus, worn out or obsolete property (other than Vessels) by the Issuer or any Restricted Party in the ordinary course of business and the abandonment or other disposition of Intellectual Property of the Issuer or any Restricted Party that is, in the reasonable good faith judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and the Restricted Parties taken as a whole; (2) other dispositions of property; provided, that (A) no Event of Default then exists or would result therefrom; (B) the Issuer and the Restricted Parties shall be in compliance, on a pro forma basis after giving effect to (x) such disposition (as well as all other dispositions since the last day of the most recently ended fiscal quarter of the Issuer and on or prior to the subject disposition) and (y) any purchases of vessels that became Collateral Vessels (and for which Vessel Appraisals were delivered to the Holders) during the period set forth in the parenthetical in preceding clause (x), with (A) the Loan to Value Test under the Senior Credit Agreement and (B) the financial covenant set forth in Section 6.10(b) of the Senior Credit Agreement for the most recently ended fiscal quarter of the Issuer as if such disposition (or dispositions and/or purchases) occurred on the last day of such fiscal quarter; (C) the aggregate consideration received in respect of all dispositions of property pursuant to this clause (3) shall not exceed $325,000,000; provided, however, to the extent that the Net Cash Proceeds (or a portion thereof) from any disposition of property pursuant to this clause (3) have been (i) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of such disposition or (ii) in the case of the proceeds being contracted to be reinvested, such investment has occurred within 18 month following the date of such disposition, the amount of such Net Cash Proceeds so reinvested shall refresh the original utilization of this basket to the extent of such Net Cash Proceeds so reinvested; (D) such dispositions of property are made for Fair Market Value and on an arms-length commercial basis; and (E) at least 75% of the consideration payable in respect of such disposition of property is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition; (3) leases of, or charter contracts in respect of, real or personal property (other than Sale and Leaseback Transactions) in the ordinary course of business and in accordance with the Senior Credit Agreement and the ABN Facility; (4) any disposition, issuance or sale in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 10.10; (5) dispositions consisting of mergers and consolidations in compliance with Section 8.01; (6) sales of inventory in the ordinary course of business and dispositions of cash and Cash Equivalents in the ordinary course of business; (7) any disposition of property that constitutes a Casualty Event; (8) any disposition of property or assets, or issuance of securities by a Restricted Party, to the Issuer or by the Issuer or a Restricted Party to another Restricted Party; (9) grants of non-exclusive licenses or sublicenses in the ordinary course of business to use the Intellectual Property of the Issuer or any Restricted Party and technology or licenses or sublicenses related to such Intellectual Property and technology to the extent that such licenses or sublicenses do not materially impair the conduct of the business of the Issuer or any Restricted Party or otherwise prohibit the collateral agent under the Senior Credit Facilities from obtaining a security interest in the Intellectual Property or technology subject to such license or sublicense; (10) sales, forgiveness or other dispositions without recourse in the ordinary course of business of accounts receivable arising in the ordinary course of business in connection with the collection or compromise thereof but not as part of any financing transaction; (11) dispositions of Equity Interests in any Specified Joint Venture; provided, that (i) no Event of Default then exists or would result therefrom, (ii) such dispositions are made for Fair Market Value and on an arms-length commercial basis and (iii) at least 75% of the consideration payable in respect of such disposition is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition; (12) investments and dividends in compliance with Section 10.10; and (13) the sale of the Seaways Lxxxx Xxxx; provided that such sale occurs in accordance with the Senior Credit Agreement, including with respect to the use of proceeds thereunder. (b) Not later than five Business Days following the receipt by the Operating Company or any Restricted Subsidiary of any Net Cash Proceeds of any Asset SaleSale or Casualty Event with respect to collateral securing the Senior Credit Facilities, Borrower the Operating Company 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(b)(vi) and (j); provided that: (id) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.04(b)(ii)thereof, (b)(iii), (d), (e), (h), (i) or (j), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement without giving effect to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than exception of $1.0 million in 5,000,000 of 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 (xprovided in Section 2.10(b)(vi) 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)thereof; 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 any assets securing the ABN Facility 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 thereunder.

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”); 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, (yInvestment or Capital Expenditure) or 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 be contractually committed to be so expended); providedreinvested, however, that within 15 months (or within 21 months following receipt thereof if all or any portion of such Net Cash Proceeds not required a contractual commitment 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 36079 US-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).DOCS\133960081.2

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 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(iSection 2.09(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 2.09(c) with respect to (A) any Asset Sale permitted by Section 6.04(b)(iiSections 6.06(a), (b)(iii), (d), (e), (hc)-(g), (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 property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 30.0 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 the 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(c2.09(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 5.10 and 5.11.

Asset Sales. Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by 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) that 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 (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 amount in excess of the maximum amounts set forth in this subclause (and not the entire amount) to prepay the Loans); and provided that clause (iiC) so long as no Default shall then exist or would arise therefrom not apply in the case of any Asset Sale described in clause (b) of the definition thereof. Notwithstanding the foregoing, Borrower and its Subsidiaries shall not be entitled to retain any Net Cash Proceeds from the AJE Sale and shall, within 5 Business Days following the receipt of any Net Cash Proceeds from the AJE Sale, make prepayments of the Term Loans in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% 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 Proceeds.” (p) Section 2.10(e) is amended by (x) to purchase replacement assets or fixed or capital assets used or usable in the business of Borrower replacing “50%” with “100%” and the Subsidiaries, (y) replacing “$20,000,000” with “$5,000,000”. (q) Section 2.10(g) is amended 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 read in its entirety 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).follows:

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 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 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(h) and (ji); provided that: (i) so long as no Default shall then exist or arise therefrom, 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 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 (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 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 $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 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); 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. With respect to the sale of any Collateral that is sold as permitted by this Agreement, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents.

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 (5) Business Days following the receipt of any Net Cash Proceeds of any Asset SaleSale by any Loan Party, 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 (j)Section 6.4; 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 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 an officer’s certificate to the Administrative Agent Lender on or prior to such date stating that such Net Cash Proceeds shall are reasonably expected to be used (x) to purchase replacement reinvested in assets or fixed or capital assets of Borrower used or usable useful in the business operations 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 receipt of such Asset Sale proceeds (which officer’s certificate shall set forth the estimates of the proceeds to be so expended), which time frame may be extended to 545 days following the date of receipt of such proceeds if Borrower shall have entered into a binding agreement within such original 365-day time frame to make such reinvestment and such reinvestment shall not be complete within the original 365-day time frame; 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 perfected Lien (subject only to Permitted Liens) of this Agreement in favor of Lender; 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 360365-day period (or, if applicable, 545-day period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as otherwise provided in this Section 2.10(c2.3(a).

Asset Sales. (i) Not later than five ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower Disposition of any Property of any Credit Party or any of its Subsidiaries (other than the Excluded Subsidiaries (unless the Equity Interests of such Excluded Subsidiary constitutes Collateral in which case the proceeds from the sale of any of such Equity Interests shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments be applied in accordance with Sections 2.10(ithis Section 2.8(c)) 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)(iiiexcept for Dispositions of the JV Interests or Dispositions of the type described in Sections 2.8(c)(iii), (d), (e), (hf) and (g)) now owned or hereafter acquired, the Borrower shall send a written notice to Administrative Agent and each Lender specifying that it intends to use such Net Cash Proceeds to apply to the Obligations, the proposed repayment date, the principal amount of the applicable Loans to be repaid, the amount of accrued interest due in connection therewith and the amount of any Bridge Loan Exit Fee and/or Term Loan Exit Fee due and payable in connection therewith and within twenty (20) days after receipt of such Net Cash Proceeds, Borrower shall apply 100% of such Net Cash Proceeds to make repayments of the Bridge Loan Obligations and Term Loan Obligations in accordance with Sections 2.8(h) and (i); provided that no such repayment shall be required under this Section 2.8(c)(i) or with respect to (j), (BA) 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 an aggregate of $1.0 million 2,000,000 in Net Cash Proceeds per Asset Sale year, (B) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (C) Dispositions permitted by Section 6.4(b) other than Sections 6.4(b)(iii)(A) and (B), 6.4(b)(vi), 6.4(b)(vii), and 6.4(b)(xiii) (other than in regards to joint ventures that constitute Excluded Subsidiaries); and provided, further that, so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or series by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of related Asset Sales) and less than $3.0 million in receipt of Net Cash Proceeds from such Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds, (I) within one (1) year of receipt thereof to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, in each case, to the extent that the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Lien granted pursuant to the Security Instruments in favor of the Administrative Agent for the benefit of the Secured Parties in accordance with Sections 5.8, 5.11, 5.12 and 6.15, including through Acquisitions permitted hereunder; provided that if any fiscal yearamount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall repay the Obligations in accordance with this Section 2.8(c)(i) in accordance with the procedures outlined above without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within twenty (20) Business Days of receipt thereof; provided that if any amount is so committed to be reinvested but is not reinvested within twenty (20) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c)(i) in accordance with the procedures outlined above without giving further effect to such reinvestment right; and (ii) so long Not later than one (1) Business Day following the receipt of any Net Equity Proceeds from the Disposition of any JV Interests, such Credit Party shall (or, shall cause its applicable Subsidiary to), subject to the Intercreditor Agreement, apply 100% of such Net Equity Proceeds to make repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) and (i); provided that no such repayment shall be required under this Section 2.8(c)(ii) with respect to (A) any such Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Equity Proceeds, (B) any such Dispositions for fair market value resulting in no more than an aggregate of $1,000,000 in Net Equity Proceeds through the Stated Term Loan Maturity Date or (C) any such Disposition which results in the receipt by Credit Parties or their applicable Subsidiary of any Equity Interests with a fair market value equal to or greater than the fair market value of the JV Interests sold, as evidenced by a fairness opinion prepared by an investment bank, satisfactory to the Requisite Term Lenders and Requisite Bridge Lenders, in form and substance satisfactory to the Requisite Term Lenders and Requisite Bridge Lenders. (iii) After the Contemplated Acquisition has been consummated, not later than one (1) Business Day following the receipt of any Net Equity Proceeds from the Disposition of any Equity Interests in Koko’oha Investments, Inc., Borrower shall cause any applicable Credit Party or Subsidiary to apply 100% of such Net Equity Proceeds to repay the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) and (i); provided that no Default such repayment shall be required under this Section 2.8(c) with respect to any such Disposition to the extent no Obligations are then exist outstanding on the date of receipt of such Net Equity Proceeds. (iv) Each repayment of any or would arise therefrom all of the Loans shall be applied according to Sections 2.8(h) and (i). Repayments under this Section 2.8(c) shall be accompanied by accrued interest (including, but not limited to, all uncapitalized Bridge Loan PIK Interest and/or Term Loan PIK Interest, as applicable, accrued on account of such amount repaid) to the aggregate extent required by Section 2.6 and any Term Loan Exit Fee and/or Bridge Loan Exit Fee due in connection with such repayment. For the avoidance of doubt, Borrower shall be excused from making any prepayment of Loans required to be made pursuant to Section 2.8(c)(i) within the time periods set forth in Section 2.8(c)(i) to the extent that (A) it has delivered written notice to Administrative Agent and each Lender within ten (10) 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 2.8(c)(i) (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) or (B) Borrower is not otherwise required to prepay the Obligations pursuant to Section 2.8(c)(i) hereof provided further that (i) the Borrower is otherwise entitled to invest or reinvest the Net Cash Proceeds pursuant to Section 2.8(c)(i) hereof and (ii) this sentence shall not be construed to limit the Borrower’s obligation to prepay the Loans to the extent that the Borrower fails to invest the applicable Net Cash Proceeds within the time periods set forth in Section 2.8(c)(i). (v) Without limiting or otherwise modifying the perfection requirements with respect to Deposit Accounts (as defined in the Pledge and Security Agreement) set forth in the Pledge and Security Agreement, promptly upon delivering written notice to Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) stating its intention to invest or reinvest the Net Cash Proceeds from a Disposition, all 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 invested or prior to such date stating that such Net Cash Proceeds reinvested pursuant Section 2.8(c)(i) shall be used (x) remitted to purchase replacement assets a Deposit Account that constitutes a Collateral Account until such amounts are so invested 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)reinvested.

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 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 asset, including any capital stock or other equity interests except: (a) (i)sales of Inventory in each case in the ordinary course of business, or (ii) used or surplus equipment, (iii) Permitted Investments, or (iv) Permitted Joint Venture Investments; (b) sales, transfers and dispositions among the Credit Parties; (c) 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; (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 Asset Salesuch sale, transfer or disposition exceeds $15,000,000, the Payment Conditions shall be satisfied after giving effect to such sale, transfer or disposition, and the Lead Borrower shall apply 100% deliver an updated Borrowing Base Certificate relating to the Fiscal Month ended immediately prior to such sale, transfer or disposition, calculated after giving effect to the sale, transfer or disposition of such Collateral and the application of the Net Cash Proceeds received with respect thereto proceeds thereof; (e) sales or issuances by the Lead Borrower of any of its capital stock or other equity interests that do not result in a Change in Control; (f) sales or issuances of capital stock or other equity interests to make prepayments in accordance with Sections 2.10(iany Borrower; (g) and the sale of any non-Material Real Estate (jother than Eligible Real Estate); provided that:that the consideration for such sale is not less than the fair value of such non-Material Real Estate; (h) the Lids Disposition; (i) as long as (i) no Overadvance shall exist or occur, and (ii) no Default or Event of Default then exists or would arise therefrom, sales of Eligible Real Estate or Material Real Estate of any Credit Party (or sales of any Person or Persons created to hold such prepayment shall be required Real Estate or the equity interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, (A) with respect to any Eligible Real Estate, Excess Availability on a pro forma basis after giving effect to such sale and the removal of such Eligible Real Estate from the Domestic Borrowing Base is greater than twenty-five (A25%) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j)percent of the Loan Cap and, (B) the disposition proceeds of assets subject the sale of Eligible Real Estate are utilized to a condemnation or eminent domain proceeding or insurance settlement to repay the extent it does not constitute a Casualty EventObligations, or and (C) Asset Sales in the case of any sale-leaseback transaction permitted hereunder, the Lead Borrower shall have used commercially reasonable efforts to obtain from each such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Agent, provided that if any inventory is located on such property, the Agent shall have received such Collateral Access Agreement on terms and conditions reasonably satisfactory to the Agent; (j) so long as (i) no Overadvance shall exist or occur, and (ii) no Default or Event of Default then exists or would arise therefrom, sales of Intellectual Property of any Domestic Credit Parties for reasonably equivalent value, provided that, (A) any such sale or other transfer shall be made for fair market value resulting and in no more an arm’s length transaction, (B) with respect to any such sale or transfer of assets included in the FILO Borrowing Base, Excess Availability on a pro forma basis after giving effect to such sale and the removal of such assets from the FILO Borrowing Base is greater than $1.0 million in Net Cash Proceeds per Asset Sale twenty-five (or series 25%) percent of related Asset Salesthe Loan Cap, (C) such Intellectual Property shall be removed from the FILO Borrowing Base, and less than $3.0 million in Net Cash Proceeds in any fiscal year(D) the proceeds of such sale are utilized to repay the Obligations; and (iik) so long as no Default the sale, transfer or disposition of accounts receivable in connection with the compromise, settlement or collection thereof; provided that if any such sales, transfers or dispositions include the sales, transfers or dispositions of Intellectual Property, such Intellectual Property shall then exist or would arise therefrom be subject to a limited, non-exclusive, royalty-free, worldwide license of such Intellectual Property in favor of the Agent for use in connection with the exercise of the rights and remedies of the Secured Parties; further 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 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 Agent 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, 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 (Aa) 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 Banking Days following the receipt of any Net Cash Proceeds in excess of $500,000 from any Asset Sale, Borrower the Company shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments prepay the Swingline Loan and Working Capital Loans in accordance with Sections 2.10(i) and (j)Section 4.4.2; 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(a), (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 Section 6.11.1, in Net Cash Proceeds in any fiscal year; and (ii) each case so long as (1) no Default or Event of Default shall then exist or would arise therefrom and (2) the aggregate of such Net Cash Proceeds therefrom are used within 180 days following the date of such Asset Sales shall not exceed $20.0 million in any fiscal year of Borrower, such proceeds shall not be required Sale to be so applied on such date to purchase replacement assets and the extent that Borrower Company shall have delivered a certificate an Officers’ Certificate to the Administrative Agent on or prior to such date stating fifth Banking Day confirming that such Net Cash Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable in so used; provided that if the business of Borrower and property that was 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 subject of such Asset Sale (which certificate constituted Pledged 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 benefit of the Secured Parties; 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 shall immediately be applied to prepay the Swingline Loan and Working Capital Loans in accordance with Section 4.4.2. In the event the amount of Net Cash Proceeds to be applied to make prepayments as a result the prepayment of this clause (ii) shall the Swingline Loan and the Working Capital Loans exceeds the sum of the then outstanding Swingline Loan plus the Working Capital Loans, the Company may use such excess in any manner not be so reinvested as set forth in clauses (x), (y) and (z) within such 360-day period, such unused portion shall be applied on prohibited by the last day of such period as a mandatory prepayment as provided in this Section 2.10(c)Credit Documents.

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) 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 fifth Business Days Day following the date of receipt by Company or any of its Subsidiaries of any Net Cash Asset Sale Proceeds (or, in the event such Net Asset Sale Proceeds are subject to distribution limitations contained in the ARC Indenture, any ARC Refinancing Indenture, any New ARC Indenture, either MSW Indenture, any MSW Refinancing Indenture, any New MSW Indenture or any Project document or any instrument or agreement governing the terms of any permitted refinancing thereof, no later than the fifth Business Day after the last of such distribution limitations (as the same relates to such Net Asset SaleSale Proceeds) expires), Borrower Company shall apply prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) 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); 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)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 be continuing on the date of the related Asset Sale, and (ii) to the extent that aggregate of such Net Cash Asset Sale Proceeds from the Closing Date through the applicable date of Asset Sales shall determination do not exceed $20.0 million 5,000,000 in any fiscal year Fiscal Year or $10,000,000 in the aggregate since the Closing Date (excluding, but only for the purposes of Borrowercalculating such cap and not the reinvestment provision itself, such proceeds shall not be required to be so applied Net Asset Sale Proceeds from the sale or other disposition of those assets identified on such date to the extent that Borrower Schedule 6.9-A), Company 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 three hundred sixty 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 the its Subsidiaries; 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 Revolving Loans to the extent outstanding (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 two Business Days (or such later date as reasonably acceptable to Administrative Agent) following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower the Borrowers shall, and shall cause their domestic Subsidiaries, to 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) except as provided in clause (C) below, any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d), (e), (h), (i) or (j6.05(b)(ii), (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 1,000,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales), or (D) and less than Asset Sales until all Asset Sales subject to such prepayment in the aggregate from the date of the last prepayment from Asset Sales equals or exceeds $3.0 million in Net Cash Proceeds in any fiscal year10.0 million; and (ii) subject to Section 2.10(g), and so long as no Default Cash Dominion Event shall then exist or would arise therefrom therefrom, and the aggregate of such Net Cash Proceeds of from Asset Sales shall does not exceed $20.0 5.0 million in any fiscal year of Borrowerthe Borrowers, such proceeds shall not be required to be so applied on such date to the extent that the Lead 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) or committed to be used to purchase replacement assets or fixed or capital assets used or usable useful in the business of Borrower and the Subsidiaries, (y) to repair Loan Parties that sold 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 receipt of the Net Cash Proceeds such Asset Sale; provided that if the Property subject to such Asset Sale (which certificate constituted Collateral, then all Property purchased with the Net Cash 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 Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; providedprovided further that, howeverif a Cash Dominion Event shall then exist or would arise therefrom, that if all or any portion of such Net Cash Proceeds not required shall be paid by the Borrowers to be applied the Administrative Agent to make prepayments as a result of this clause (ii) shall not be so reinvested temporarily reduce the Obligations as set forth in clauses (x)Section 2.04 hereof, (y) and (z) within such 360-day periodprovided further that, unless the Obligations have been accelerated in accordance with Article VII hereof, upon delivery by the Borrowers to the Administrative Agent of the Officers’ Certificate referenced above, such unused portion Net Cash Proceeds shall be applied on released to the last day of Borrowers (so long as the conditions precedent to Borrowing have been met hereunder) to reinvest such period Net Cash Proceeds as a mandatory prepayment as provided in this Section 2.10(c)set forth above.

Asset Sales. Not later than five Business Days following In addition to any other mandatory repayments pursuant to this Section 5.2, 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 Sale, Borrower shall apply an amount equal to 100% of the Net Cash Sale Proceeds received with respect thereto to make prepayments therefrom shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 2.10(i5.2(g) and (jh); provided that: (i) no such prepayment shall be required that 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 5,000,000 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 cash proceeds from Asset Sales shall not exceed $20.0 million in any fiscal year of the Borrower, such proceeds the Net Sale Proceeds therefrom shall not be required to be so applied on such date to so long as no Default or 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 Sale Proceeds shall be used (x) to purchase replacement assets or fixed or capital assets used or usable to be used in the business permitted pursuant to Section 10.13 (including, without limitation (but only to the extent permitted by Section 10.2), the purchase of Borrower and the Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the Equity Interests capital stock of any person that owns a Person engaged in such replacement or other such assets no later than 360 businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided, howeverand provided further, that if all or any portion of such Net Cash Sale Proceeds not required to be applied to make prepayments as a result the repayment of this clause (ii) shall outstanding Term Loans are not be so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from 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 infoUSA Credit Agreement of such period (or such earlier date, as the case may be) as a mandatory prepayment repayment of principal of outstanding Term Loans as provided above in this Section 2.10(c5.2(e) without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres, consisting of two parcels, located in Montebello, New York shall not be required to be applied to a mandatory prepayment of Term Loans pursuant to this Subsection (e).