Common use of Prepayments and Reductions From Net Asset Sale Proceeds Clause in Contracts

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. (1) No later than the tenth third Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than (i) any Asset Sale identified on Schedule 7.7 and (ii) any sale and lease back transaction to the extent such transaction is permitted by subsection 7.10 and is consummated not later than six months after the date all assets subject to such transaction were acquired by Company or any of its Subsidiaries), Company shall either (1A) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) B), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds applied pursuant to this clause (B) from the Closing Date through the date of determination do not exceed $50,000,000, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 365 days of such date of receipt, receipt and Company shall, or shall cause one or more (y) the proposed use of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesof the Net Asset Sale Proceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may not so used shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereofthereof (it being understood that no Letter of Credit shall be cash collateralized). In addition, to the extent that Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied remaining Net Asset Sale Proceeds. (2) In respect of any Net Asset Sale Proceeds received in respect of any Asset Sale identified on Schedule 7.7, Company shall reinvest such Net Asset Sale Proceeds in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries within 365 days of such date of receipt; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof (it being understood that no Letter of Credit shall be cash collateralized). In addition, Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in the full amount of all such remaining Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No Promptly, but not later than the tenth 5 Business Day following Days after the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either either: (1) prepay the Term Loans and collateralize Bankers’ Acceptances, and the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or Proceeds, or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 170 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, provided that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Company shall, no later than 170 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans and the Revolving Loan Commitments shall be permanently reduced in an the full amount equal to of all such unapplied Net Asset Sale ProceedsProceeds not so applied or not so reinvested.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1i) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) Proceeds, or (2ii) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $1,000,000, deliver to Administrative Agent an Officer’s Officers' Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receipt, and Company (y) such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided. If Borrower elects clause (ii) above, however, that, pending such reinvestment, such Borrower (x) shall deposit the applicable portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans intended for reinvestment into the Collateral Account, and (without a reduction in y) on the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that 180th day after receipt of such Net Asset Sale Proceeds by Borrower or any of its Subsidiaries, any such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company above shall make an additional prepayment be transferred from the Collateral Account in order to prepay the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of the Term Loans in an amount equal to all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1I) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2II) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company Borrower or such Subsidiary intends to may reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (2) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, that pending such reinvestment, reinvestment such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In additionthe case of an Asset Sale by a Foreign Loan Party, Borrower shall cause such Foreign Loan Party to either (1) prepay the extent that Intercompany Loans made to such Foreign Loan Party or (2) reinvest such Net Asset Sale Proceeds to the extent permitted pursuant to the preceding clause (II). To the extent that the Net Asset Sale Proceeds receivable by any Foreign Loan Party exceed the aggregate outstanding amount of such Foreign Loan Party’s Intercompany Loans, such Foreign Loan Party shall apply such excess proceeds to prepay the Intercompany Loans of the other Foreign Loan Parties on a pro rata basis (in accordance with the respective outstanding principal amount thereof) in an aggregate amount equal to such excess proceeds; and to the extent that Net Asset Sale Proceeds of such Asset Sale remain after the foregoing applications, Borrower shall cause the excess of such Net Asset Sale Proceeds to be applied to prepay the Loans of Borrower in an aggregate amount equal to such excess proceeds and the Revolving Loan Commitments shall be permanently reduced in an amount equal to such excess proceeds. In addition, Borrower shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and the Revolving Loan Commitments shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifth Business Day following the date of receipt by Company or any of its Domestic Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, continuing and to the extent that aggregate Net Asset Sale Proceeds for the Fiscal Year in which such proceeds are received do not exceed $15,000,000 deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company or any of its Subsidiaries Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $__,000,000, deliver to Administrative Agent an Officer’s 's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that Company shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries Subsidiary Guarantor of any amount in excess of $7,500,000 in the aggregate of Net Asset Sale Proceeds in respect of Asset Sales consummated after the Restatement Date and permitted by subsection 7.7 or otherwise approved by Administrative Agent and Requisite Lenders (but excluding any amounts of Net Asset SaleSale Proceeds from (1) sale and lease-back transactions relating to assets not owned by Company or any of its Subsidiaries on or prior to the Restatement Date applied in accordance with subsection 7.9(d) or (2) sales or other transfers of the Metairie Offices in accordance with subsection 7.7(vi)) (such excess amount being referred to herein as “Excess Net Asset Sale Proceeds”), Company shall either (1x) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Excess Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2y) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Excess Net Asset Sale Proceeds from the Restatement Date through the date of determination do not exceed $7,500,000, deliver to Administrative Agent an Officer’s Certificate setting forth (A) that portion of such Excess Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 360 days of such date of receiptreceipt and (B) the proposed use of such portion of such Excess Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the such Excess Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition; provided further, to the extent that if (i) Company, within 180 days of receipt of such Excess Net Asset Sale Proceeds, has not reinvested all or any portion of such Excess Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveabove and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so reinvest such Excess Net Asset Sale Proceeds, (ii) Company, within 360 days after the date of receipt of such Excess Net Asset Sale Proceeds, has not reinvested all or any portion of such Excess Net Asset Sale Proceeds as provided above or (iii) a Potential Event of Default or Event of Default shall have occurred and be continuing, Company shall make an additional prepayment prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in the full amount of the Term Loans in an amount equal to all such unapplied Excess Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day 30 calendar days following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale consummated after the consummation of the Merger (other than any Asset Sale permitted under subsections 7.7(iv) and 7.7(x) or an Asset Sale to Company or a Subsidiary Guarantor), Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (Proceeds; provided that if Company may defer making any states in the Officers’ Certificate delivered pursuant to subsection 2.4B(iii)(e) that Company or the applicable Subsidiary intends to apply, within 365 days after the receipt of such prepayment until the cumulative amount Net Asset Sale Proceeds, all or a portion (as specified in such Officers’ Certificate) of such Net Asset Sale Proceeds to a Property Reinvestment Application Company shall not be required to prepay the Loans and/or the Revolving Loan Commitments shall not be reduced by such amount to be applied to a Property Reinvestment Application; provided further that to the prepayment extent such amount of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or is not applied to a Property Reinvestment Application within such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt365-day period, and Company shall, or on the last day of such 365-day period prepay the Loans and/or the Revolving Loan Commitments shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion be permanently reduced by the aggregate amount equal to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion amount of the Net Asset Sale Proceeds may be not so applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsProperty Reinvestment Application.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifteenth Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; PROVIDED, HOWEVER, that in the event Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to notifies Administrative Agent an Officer’s Certificate setting forth that portion in writing on or before the date of receipt of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive replace any assets of the general type sold ("EXCHANGE ASSETS") with assets which are to be used in the a business of engaged in by Company and its Subsidiaries at the time of any such replacement or in connection with Permitted Acquisitions within 270 days of such date of receiptany business or activity substantially similar or related thereto, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of prepay the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in and/or the Revolving Loan Commitment Amount) Commitments shall be permanently reduced in an aggregate amount equal to the full extent thereof. In addition, to excess of (1) the extent that aggregate amount of such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in over (2) an amount equal to the amount of cash expected to be expended by Company and its Subsidiaries to acquire such unapplied Exchange Assets during the 270-day period following the date of receipt by Company or any of its Subsidiaries of such Net Asset Sale Proceeds. Any amounts not expended by Company and its Subsidiaries within such 270-day period shall be applied pursuant to clause (f) below. Nothing contained in this clause (a) shall be construed to permit any sale of assets prohibited by subsection 7.7.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company Borrower or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or cash collateralize the outstanding Letters of Credit in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesProceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds received by Borrower or any of its Restricted Subsidiaries from any Asset Sales permitted under subsection 7.7(vi) shall be excluded from the requirements of this subsection 2.4B(iii)(a) to the extent such proceeds are reinvested in a Related Business within 180-days after receipt of such proceeds or within such 180 day period Borrower or any of its Restricted Subsidiaries enters into a binding agreement to reinvest such proceeds in a Related Business; provided, further, that, to the extent any such Net Asset Sale Proceeds are not so reinvested within such 180-day period or Borrower or any of its Restricted Subsidiaries have not theretofore been entered into a binding agreement for such reinvestment within such 180-day period or such proceeds are not reinvested in accordance with any such binding agreement, then such proceeds shall be applied to prepay the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment Loans and/or cash collateralize the outstanding Letters of the Term Loans Credit in an aggregate amount equal to 100% of the amount of such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Within five Business Day following the date Days of any Borrower's receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect excess of $50,000 in the aggregate for any one Asset SaleSale or related series of Asset Sales, Company Borrowers shall either (1) prepay the Term Revolving Loans (but the Revolving Loan Commitments shall not be reduced) in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative entire amount of such Net Asset Sale Proceeds (including the first $50,000 thereof) to the extent the Revolving Loans are then outstanding and such amount shall only be applied available for reborrowing pursuant to the Revolving Loan Commitments by Borrowers to either reinvest such Net Asset Sale Proceeds in assets substantially similar to those sold in such Asset Sale or apply such proceeds to the Term Loans and Revolving Loans as set forth below; provided that if, after the prepayment of the Term Revolving Loans exceeds $1,500,000in accordance with the immediately preceding clause with any Net Asset Sale Proceeds, (i) 180 days shall have passed since such Asset Sale and the amount of such Net Asset Sale Proceeds shall not have been reborrowed and/or reinvested as set forth above or (2ii) so long as no Potential Event of Default or an Event of Default shall have occurred and shall have been continuing for a period of 15 days 38 45 any time prior to the end of such 180 day reinvestment period with respect to such Asset Sale (such 15th day or 180th day, as the case may be, being the "DRAWDOWN DATE"), then (y) Borrowers shall be continuing, deliver deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on the Drawdown Date in an Officer’s Certificate setting forth that portion amount in Dollars equal to the amount of all such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be have been applied to prepay outstanding Revolving Loans and not yet reinvested (the "DRAWDOWN AMOUNT") and (z) without a reduction regard to satisfaction or waiver of the conditions specified in subsection 3.3B, Revolving Lenders shall, on the Drawdown Date, make Revolving Loans that are Base Rate Loans in the Revolving Loan Commitment amount of the Drawdown Amount) to , the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been proceeds of which shall be immediately applied to the Obligations or that have not been so reinvested by Administrative Agent first as provided above, Company shall make an additional a mandatory prepayment of the Term Loans and second as a mandatory repayment of the Revolving Loans, and a permanent reduction of the Revolving Loan Commitments, all as provided in an amount equal to such unapplied Net Asset Sale Proceedssubsection 2.4B(iv).

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth five (5) Business Day Days following the date of receipt by Holdings, Company or any of its their Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its such Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its such Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereofthereof if there are any Revolving Loans then outstanding. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $2,500,000, deliver to Administrative Agent an Officer’s 's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No ------------------------------------------------------- later than the tenth (i) one Business Day following after the date of receipt by Company Borrowers or any of its their Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale with respect to assets situated in the United States of America and (ii) the fifth (5/th/) Business Day after receipt by Borrowers or any of their Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale with respect to assets situated outside the United States of America, Company Borrowers shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, continuing deliver to Administrative Agent an Officer’s 's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company Borrowers or such Subsidiary intends to reinvest in equipment equipment, real property or other productive assets of the general type used in the business of Company Borrowers and its their Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company Borrowers shall, or shall cause one or more of its their Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such -------- ------- reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments and notwithstanding any minimum prepayment requirement in subsection 2.4B(i)) to the full extent thereof. In addition, to the extent that Borrowers shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifth Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, however, that Company may defer making upon receipt by Holdings or any such prepayment until the cumulative amount of its Subsidiaries of any such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Sales Proceeds, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, and to the extent that the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Restatement Effective Date through the date of determination does not exceed $75,000,000, Borrower may deliver to Administrative Agent an Officer’s Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds (such portion being the "Proposed Asset Sale Reinvestment Proceeds") that Company Borrower or such Subsidiary any of its Subsidiaries (x) intends to reinvest (or enter into a contract to reinvest) in equipment or other productive assets of the general type used in the business (including capital stock of Company a corporation engaged in such business) of Borrower and its Subsidiaries or in connection with Permitted Acquisitions (such equipment and other assets being "Eligible Assets") within 270 360 days of such date of receiptreceipt or (y) in anticipation of such Asset Sale has already reinvested in Eligible Assets within the 90-day period prior to such date of receipt and (2) the proposed use or actual use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company and, unless already so applied, Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that, that at Borrower's option and pending any such reinvestmentapplication, such portion of the Net Proposed Asset Sale Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Borrower shall, no later than 360 days after receipt of such Net Proposed Asset Sale Reinvestment Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be reduced) in an the full amount equal of all such Proposed Asset Sale Reinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets. Notwithstanding the foregoing provisions of this subsection 2.4B(iii)(a), so long as no Event of Default shall have occurred and be continuing, no mandatory prepayment of Loans or mandatory reduction of Revolving Loan Commitments shall be required pursuant to such unapplied this subsection 2.4B(iii)(a) until each date on which the sum of the Net Asset Sale ProceedsProceeds plus Net Insurance/Condemnation Proceeds received during the period commencing on the later of (x) the Restatement Effective Date and (y) the immediately preceding date on which a mandatory repayment or commitment reduction was made pursuant to this subsection 2.4B(iii)(a) or subsection 2.4B(iii)(b) as a result of the receipt of Net Asset Sale Proceeds and/or Net Insurance/Condemnation Proceeds not reinvested as provided above or pursuant to subsection 6.4C, as applicable, and ending on the date of determination (the "Net Asset Sale/Net Insurance Proceeds Payment Period"), equals or exceeds $7,500,000 (on which date such sum, and not just the portion thereof in excess of $7,500,000, shall be so applied as otherwise required above in the absence of this sentence). If Borrower is required to apply any portion of Net Asset Sale Proceeds to prepay Indebtedness evidenced by the New Senior Subordinated Notes (under the terms of the New Senior Subordinated Note Indenture) or Permitted Additional Subordinated Indebtedness (under the terms of the indenture governing the same), then notwithstanding anything contained in this Agreement to the contrary, Borrower shall apply such Net Asset Sale Proceeds to the prepayment of Term Loans, if any, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the New Senior Subordinated Notes and/or Permitted Additional Subordinated Indebtedness, as the case may be.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such Proceeds. Notwithstanding the foregoing, Borrower shall not be required to make a mandatory prepayment until pursuant to this subsection 2.4B(iii)(a) if the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment are reinvested in assets of substantially equivalent value within 365 days of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesreceipt thereof; provided, however, thatthat the total Net Asset Sale Proceeds which may be so reinvested shall not exceed $10,000,000 in the aggregate. If upon any Asset Sale, pending Borrower elects to reinvest the Net Asset Sale Proceeds as permitted under this subsection 2.4B(iii)(a), (1) no later than the First Business Day following the consummation of such reinvestmentAsset Sale, such portion Borrower shall deliver an Officers' Certificate to Administrative Agent indicating Borrower's election to reinvest the Net Asset Sale Proceeds and (2) upon the expiration of 365 days after the date of receipt of the Net Asset Sale Proceeds may be applied of such Asset Sale, Borrower shall deliver to prepay outstanding Revolving Loans (without a reduction Administrative Agent an Officers' Certificate indicating the amount of Net Asset Sale Proceeds reinvested as of such date, the assets in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that which such Net Asset Sale Proceeds have not theretofore been applied to reinvested, and the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment amount of the Term Loans in an amount equal to such unapplied any remaining Net Asset Sale ProceedsProceeds which shall be applied to prepay the Loans and/or reduce the Revolving Loan Commitments as set forth in this subsection 2.4B(iii)(a).

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth earlier to occur of (1) the third Business Day following the date of receipt receipt, or if Company would incur breakage costs as a result of a prepayment on such date, on the earlier to occur of the first such date thereafter on which no such breakage costs are incurred or 30 days after such date of receipt, by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale in an aggregate cumulative amount equal to or exceeding $5,000,000; and (2) the date of the occurrence of any Event of Default or Potential Event of Default, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, however, that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Potential Event of Default shall have occurred and be continuing, deliver the following Net Asset Sale Proceeds received by Company and its Subsidiaries from and after the Closing Date need not be applied to Administrative Agent an Officer’s Certificate setting forth the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(a): (i) other than Net Asset Sale Proceeds from the sale of a California Property or a Related Asset, (A) Net Asset Sale Proceeds from the sale of a store to the extent that portion such Net Asset Sale Proceeds are reinvested in new stores or the construction or remodeling of stores within 270 days of such sale and (B) Net Asset Sale Proceeds from the sale of a store to the extent that such Net Asset Sale Proceeds do not exceed the Consolidated Capital Expenditures made to acquire or build a replacement store in the general vicinity of the store sold within 270 days preceding the date of such sale, and, so long as the aggregate amount of such Net Asset Sale Proceeds so excluded from the mandatory prepayment provisions pursuant to subclauses (A) and (B) of this clause (i) does not exceed $30,000,000 in any Fiscal Year; provided that Company or such Subsidiary intends to reinvest in equipment or other productive assets for purposes of sub-clause (A) of this clause (i) any of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or assets listed on Schedule 2.4B annexed hereto shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion be deemed to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the be stores; (ii) Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans from the sale and concurrent lease-back of (without a reduction in A) any Sale Leaseback Property, (B) any store opened or acquired after the Revolving Loan Commitment Amount) date one year prior to the full Closing Date or any equipment acquired after the date one year prior to the Closing Date, in each case within one year of the completion of such store or the acquisition of such equipment, in each case to the extent thereof. In additionand only to the extent of Consolidated Capital Expenditures made with respect to such store or such equipment and (C) Additional Sale Leaseback Properties provided that Replacement Properties have been provided for such Additional Sale Leaseback Properties; (iii) Net Asset Sale Proceeds from the sale of worn-out or obsolete equipment, to the extent that such Net Asset Sale Proceeds have not theretofore been applied are reinvested in the same or similar equipment within 90 days of such sale; (iv) Net Asset Sale Proceeds from the occurrence of any loss, damage or destruction of any stores or any other facilities of Company or any of its Subsidiaries (including any assets located therein) giving rise to insurance proceeds, to the Obligations extent that (A) such Net Asset Sale Proceeds are required to be paid to a landlord and cannot be paid to a mortgagee or that have not been so reinvested other lender to Company or its Subsidiaries in preference to payments to a landlord under leases existing as provided above, Company shall make an additional prepayment of the Term Loans Closing Date and which proceeds are in an amount equal fact paid to such unapplied landlord in accordance with the terms of such leases; (B) such Net Asset Sale Proceeds are reinvested to repair or rebuild the assets so lost, damaged or destroyed or reinvested in new stores or the construction or remodeling of stores within the earlier of (1) 270 days of receipt of such Net Asset Sale Proceeds and (2) 24 months of the occurrence of such loss, damage or destruction; or (C) such Net Asset Sale Proceeds do not exceed the expenditures made by Company or any of its Subsidiaries within the earlier of (1) 270 days of receipt of such Net Asset Sale Proceeds and (2) 24 months of the occurrence of such loss, damage or destruction, to repair or rebuild the applicable assets so lost, damaged or destroyed or to acquire new stores or to construct or remodel stores; and (v) up to 50% of the Net Asset Sale Proceeds from the sale of California Properties. If, following the receipt by Company or any of its Subsidiaries of Net Asset Sale Proceeds, Company is required to apply or cause to be applied any portion of such Net Asset Sale Proceeds to prepay any Indebtedness evidenced by the Senior Subordinated Notes pursuant to the Senior Subordinated Note Indenture, then, notwithstanding anything contained in this subsection 2.4B(iii)(a), Company shall prepay the Loans and/or reduce the Revolving Loan Commitments in the order set forth in this subsection 2.4B(iii)(a) so as to eliminate any obligation to prepay such Indebtedness.

Prepayments and Reductions From Net Asset Sale Proceeds. No later ------------------------------------------------------- than the tenth fifth Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrowers shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, however, that Company may defer making upon receipt by Holdings or any such prepayment until the cumulative amount of its -------- ------- Subsidiaries of any such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Sales Proceeds, so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Closing Date through the date of determination does not exceed $30,000,000, Company may deliver to Administrative Agent an Officer’s Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds (such portion being the "Proposed Asset Sale Reinvestment Proceeds") that Company or such Subsidiary any of its Subsidiaries intends to reinvest (or enter into a contract to reinvest) in equipment or other productive assets of the general type used in the business (including capital stock of a corporation engaged in such business) of Company and its Subsidiaries or in connection with Permitted Acquisitions (such equipment and other assets being "Eligible Assets") within 270 360 days of such date of receiptreceipt and (2) the proposed use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that, that at Borrowers' option and pending such reinvestmentapplication, such portion of the Net -------- ------- Proposed Asset Sale Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Borrowers shall, no later than 360 days after receipt of such Net Proposed Asset Sale Reinvestment Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be reduced) in an the full amount equal of all such Proposed Asset Sale Reinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets. Notwithstanding the foregoing provisions of this subsection 2.4B(iii)(a), so long as no Event of Default shall have occurred and be continuing, no mandatory prepayment of Loans or mandatory reduction of Revolving Loan Commitments shall be required pursuant to such unapplied this subsection 2.4B(iii)(a) until each date on which the sum of the Net Asset Sale ProceedsProceeds plus Net Insurance/Condemnation Proceeds received during the period ---- commencing on the later of (x) the Closing Date and (y) the immediately preceding date on which a mandatory repayment or commitment reduction was made pursuant to this subsection 2.4B(iii)(a) or subsection 2.4B(iii)(b) as a result of the receipt of Net Asset Sale Proceeds and/or Net Insurance/Condemnation Proceeds not reinvested as provided above or pursuant to subsection 6.4C, as applicable, and ending on the date of determination (the "Net Asset Sale/Net Insurance Proceeds Payment Period"), equals or exceeds $7,500,000. If Company is required to apply any portion of Net Asset Sale Proceeds to prepay Indebtedness evidenced by the Senior Subordinated Notes (under the terms of the Senior Subordinated Note Indenture), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Borrowers shall apply such Net Asset Sale Proceeds to the prepayment of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans pro rata according -------- to the respective outstanding principal amount, if any, of each, then to the ---- prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes.

Prepayments and Reductions From Net Asset Sale Proceeds. (1) No later than the tenth third Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than any Asset Sale identified on Schedule 7.7), Company shall either (1A) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) B), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $30,000,000, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 365 days of such date of receipt, receipt and Company shall, or shall cause one or more (y) the proposed use of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesof the Net Asset Sale Proceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may not so used shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereofthereof (it being understood that no Letter of Credit shall be cash collateralized). In addition, to the extent that Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied remaining Net Asset Sale Proceeds. (2) In respect of any Net Asset Sale Proceeds received in respect of any Asset Sale identified on Schedule 7.7, Company shall reinvest such Net Asset Sale Proceeds in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries within 365 days of such date of receipt; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof (it being understood that no Letter of Credit shall be cash collateralized). In addition, Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in the full amount of all such remaining Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of after receipt by Company any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale other than the Reserved Lagoon Valley Proceeds, Company Borrowers shall either (1) prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $20,000,000, deliver to Administrative Agent an Officer’s Certificate officer's certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company such Credit Party or such Subsidiary intends to reinvest in land, equipment or other productive assets of the general type used in the business of Company Borrowers and its their Subsidiaries or in connection with Permitted Acquisitions within 270 365 days of such date of receipt, receipt and Company shall, or shall cause one or more (y) the proposed use of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Agent may be applied reasonably request; PROVIDED, however, that to the extent such amount of Net Asset Sale Proceeds is not reinvested within the 365-day period, Borrowers shall, on the last day of such 365-day period prepay outstanding the Loans by the aggregate amount equal to such amount of Net Asset Sale Proceeds not so applied. No later than the first Business Day following the date of receipt of the Reserved Lagoon Valley Proceeds, Borrowers shall prepay the Revolving Loans (without a any permanent reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale Reserved Lagoon Valley Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrowers shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making minus any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000designated as Proposed Asset Sale Reinvestment Proceeds in accordance with clause (2) or below and/or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s 's Certificate of Company setting forth that (x) the portion of such Net Asset Sale Proceeds (the "PROPOSED ASSET SALE REINVESTMENT PROCEEDS") that Company the Borrowers or such Subsidiary intends their Subsidiaries intend to reinvest in equipment or other productive assets of the general type used in the business of Company Borrowers and its their Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request; provided, and Company shallthat if, within five days of receipt by Holdings or shall cause one or more any of its Subsidiaries to, promptly and diligently apply of such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Proposed Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in Reinvestment Proceeds, the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that Borrowers or their Subsidiaries have not reinvested such Net Proposed Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveReinvestment Proceeds, Company Borrowers shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale Proceeds.prepay the

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) Proceeds; or (2) so long as no Potential Event of Default under subsections 8.1, 8.6 or 8.7 and no Event of Default shall have occurred and be continuing, and to the extent that aggregate Net Asset Sale Proceeds for the then current Fiscal Year do not exceed $1,000,000 for such Fiscal Year, deliver to Administrative Agent an Officer’s Officers’ Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receipt; and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such that any portion of the Net Asset Sale Proceeds may not intended for reinvestment shall be applied to prepay outstanding Revolving Loans (without a reduction in and/or reduce the Revolving Loan Commitment Amount) Commitments to the full extent thereof. In addition, to the extent that Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, however, that upon receipt by Company may defer making or any such prepayment until the cumulative amount of its Subsidiaries of any such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Proceeds, so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate amount of Net Asset Sale Proceeds from the Closing Date through the date of determination does not exceed $5,000,000 in the aggregate in the 12 month period which commences on the Closing Date or in any 12 month period which commences on each anniversary thereto, Company may deliver to Administrative Agent an Officer’s Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds (such portion being the "Proposed Asset Sale Reinvestment Proceeds") that Company or such Subsidiary intends to reinvest in equipment or other tangible or intangible productive assets of the general type used in the business (excluding research and development costs) of Company and its Subsidiaries or in connection with Permitted Acquisitions (such equipment and other assets being "Eligible Assets") within 270 180 days of such date of receiptreceipt and (2) the proposed use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that, pending such reinvestmentthat at Company's option, such portion of the Net Proposed Asset Sale Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Company shall, no later than 180 days after receipt of such Net Proposed Asset Sale Reinvestment Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be reduced) in an the full amount equal of all such Proposed Asset Sale Reinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets; provided that Company shall not be required to such unapplied make any prepayment of the Loans to the extent that the Net Asset Sale ProceedsProceeds from the Closing Date through the date of determination does not exceed $500,000.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries Subsidiary Guarantor of any amount in excess of $7,500,000 in the aggregate of Net Asset Sale Proceeds in respect of Asset Sales consummated after the Closing Date and permitted by subsection 7.7 or otherwise approved by Administrative Agent and Requisite Lenders (but excluding any amounts of Net Asset SaleSale Proceeds from (1) sale and lease-back transactions relating to assets not owned by Company or any of its Subsidiaries on or prior to the Closing Date applied in accordance with subsection 7.9(d) or (2) sales or other transfers of the New Orleans Facility or the Metairie Offices in accordance with subsection 7.7(vi)) (such excess amount being referred to herein as “Excess Net Asset Sale Proceeds”), Company shall either (1x) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Excess Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2y) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Excess Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $7,500,000, deliver to Administrative Agent an Officer’s Certificate setting forth (A) that portion of such Excess Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 360 days of such date of receiptreceipt and (B) the proposed use of such portion of such Excess Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the such Excess Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition; provided further, to the extent that if (i) Company, within 180 days of receipt of such Excess Net Asset Sale Proceeds, has not reinvested all or any portion of such Excess Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveabove and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so reinvest such Excess Net Asset Sale Proceeds, (ii) Company, within 360 days after the date of receipt of such Excess Net Asset Sale Proceeds, has not reinvested all or any portion of such Excess Net Asset Sale Proceeds as provided above or (iii) a Potential Event of Default or Event of Default shall have occurred and be continuing, Company shall make an additional prepayment prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in the full amount of the Term Loans in an amount equal to all such unapplied Excess Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No ------------------------------------------------------- later than the tenth first Business Day following the date of receipt by Company Borrower or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than an Asset Sale of the Las Vegas Gaming Facilities or the Tunica Gaming Facilities), Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Asset Sale Proceeds; provided, however, that such Net -------- ------- Asset Sale Proceeds received by Borrower or any of its Restricted Subsidiaries from any Asset Sales permitted under subsection 7.7(vi) shall be excluded from the requirements of this subsection 2.4B(iii) (a) to the extent such proceeds are reinvested or Borrower has committed to Administrative Agent and the Lenders in writing to reinvest such proceeds in a Related Business within 180 days after receipt of such proceeds; provided further that, if any such Net Asset -------- ------- Sale Proceeds are not so reinvested or Borrower has not committed in writing to reinvest such proceeds within such 180 day period, then such proceeds shall be applied to prepay the prepayment Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion amount of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifth Business Day following the date of receipt by Company or any of its Domestic Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, continuing and to the extent that aggregate Net Asset Sale Proceeds for the Fiscal Year in which such proceeds are received do not exceed $10,000,000 deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale and subject to subsection 6.4C in the case of insurance proceeds which constitute Net Asset Sale Proceeds, Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments and/or the Acquisition Term Loans Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Proceeds; provided, however, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver Net Asset Sale Proceeds received by Company and its Restricted Subsidiaries from and after the date hereof need not be applied to Administrative Agent an Officer’s Certificate setting forth that portion the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii) (a) under the circumstances and in the amounts provided below: (i) subject to clause (iii) below, in the case of Net Asset Sale Proceeds derived from any sale/leaseback of properties owned by the Target Company on the Effective Date, which sale/leaseback is completed within 270 days after the Effective Date 50% of such Net Asset Sale Proceeds that Company or such Subsidiary intends need not be applied to reinvest in equipment or other productive assets of the general type used mandatory prepayment and/or commitment reductions; (ii) subject to clause (iii) below, in the business case of Net Asset Sales Proceeds derived from any sale/leasebacks of properties owned by the Company and its Restricted Subsidiaries or in connection with Permitted Acquisitions within 270 days (excluding properties covered by clause (i) above but including properties acquired by the Target Company after the Effective Date), none of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied up to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale Proceeds.(x) $15,000,000 44

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth third Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that if Company notifies the Agent in writing no later than the day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds (provided in respect of any capital assets sold by Company or any of its Subsidiaries that Company may defer making any or such prepayment until Subsidiary intends to replace such assets sold with assets that are comparable in type and equal or superior in quality (such comparable assets being the cumulative "EXCHANGE ASSETS"), Company shall prepay the Loans and/or the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the excess of (1) the aggregate amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or over (2) so long as no Potential Event an amount equal to the amount of Default cash expected to be expended by Company and its Subsidiaries to acquire such Exchange Assets during the 180-day period following the date of receipt by Company or Event any of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion its Subsidiaries of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Proceeds. Any amounts not expended by Company and its Subsidiaries or within such 180-day period shall be prepaid pursuant to clause (iv)(b) below. Nothing contained in connection with Permitted Acquisitions within 270 days this clause (a) shall be construed to permit any sale of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale Proceedsassets prohibited by subsection 7.7.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day 30 calendar days following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale consummated after the consummation of the Merger (other than any Asset Sale permitted under subsections 7.7(iv) and 7.7(x) or an Asset Sale to Company or a Subsidiary Guarantor), Company shall either (1) prepay the Term Loans and/or the Acquisition Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; PROVIDED that if Company states in the Officers' Certificate delivered pursuant to subsection 2.4B(iii)(e) that Company may defer making any or the applicable Subsidiary intends to apply, within 365 days after the receipt of such prepayment until the cumulative amount Net Asset Sale Proceeds, all or a portion (as specified in such Officers' Certificate) of such Net Asset Sale Proceeds to a Property Reinvestment Application Company shall not be required to prepay the Loans and/or the Acquisition Loan Commitments shall not be reduced by such amount to be applied to a Property Reinvestment Application; provided further that to the prepayment extent such amount of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or is not applied to a Property Reinvestment Application within such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt365-day period, and Company shall, or on the last day of such 365-day period prepay the Loans and/or the Acquisition Loan Commitments shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion be permanently reduced by the aggregate amount equal to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion amount of the Net Asset Sale Proceeds may be not so applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsProperty Reinvestment Application.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than Upon receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, (1) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Borrower may deliver to Administrative Agent an Officer's Certificate setting forth (y) that portion of such Net Asset Sale Proceeds (the tenth Business Day following the "PROPOSED NET ASSET SALE REINVESTMENT PROCEEDS") that Borrower or such Subsidiary intends to use within one hundred eighty (180) days of such date of receipt to pay or reimburse the costs of replacing the assets in respect of which such Net Asset Sale Proceeds were received or to reinvest in Eligible Assets and (z) the proposed use of the Proposed Net Asset Sale Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, following which Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Net Asset Sale Proceeds to pay or reimburse the costs of replacing the assets in respect of which such Net Asset Sale Proceeds were received or, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in this subsection 2.4B(iii)(a), and (2) if an Event of Default or Potential Event of Default shall have occurred and be continuing, if required by Company Administrative Agent, Borrower shall apply an amount equal to such Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided this subsection 2.4B(iii) (a) Immediately upon receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds Proceeds, minus, if (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,0001) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver continuing and (2) Borrower shall have delivered to Administrative Agent an Agent, on or before such second (2nd) Business Day, the Officer’s 's Certificate setting forth that portion of such described above, any Proposed Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesProceeds; provided, however, that, pending that such reinvestment, such portion of the Proposed Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, no later than one hundred eighty (180) days after receipt of any Proposed Net Asset Sale Proceeds, Borrower shall prepay the Loans and/or the Commitments shall be permanently reduced in an amount equal to the extent that amount of any such Proposed Net Asset Sale Proceeds that have not theretofore been applied to the Obligations costs of replacing the applicable assets of Borrower or that have not been so its Subsidiaries or reinvested as provided abovein Eligible Assets, Company shall make an additional prepayment net of the Term Loans actual and reasonable documented costs incurred by Borrower and its Subsidiaries in an amount equal to connection with receiving payment of such unapplied proceeds and taxes payable in connection with such receipt (without duplication of amounts already deducted from gross proceeds in determining Net Asset Sale Proceeds).

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of such Net Asset Sale Proceeds minus any such Net Asset Sale Proceeds (the "Proposed Asset Sale Reinvestment Proceeds") that Company or any Subsidiary intends to use within 360 days of such date of receipt to acquire any asset used or useful to the Company or such Subsidiary in conducting its business; provided that Company shall have delivered to Administrative Agent, on or before such first Business Day, an Officers' Certificate setting forth the proposed use of the Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may defer making reasonably request. In addition, no later than 360 days after receipt of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to the amount of any related Proposed Asset Sale Reinvestment Proceeds that have not been applied to the purchase of an asset by Company or such Subsidiary as provided above; provided further that the aggregate amount of any such prepayment until Proposed Asset Sale Reinvestment Proceeds so reinvested in the cumulative amount business of Company or any Subsidiary shall not exceed $10 million for any Fiscal Year; If, following the receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Company is required to apply or cause to be applied any portion of such Net Asset Sale Proceeds to be applied prepay any Indebtedness evidenced by any of the Related Agreements pursuant to the prepayment of applicable Related Agreement, then, notwithstanding anything contained in this subsection 2.4B(iii)(a), Company shall prepay the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in and/or reduce the Revolving Loan Commitment AmountCommitments as set forth in this subsection 2.4B(iii)(a) so as to the full extent thereof. In addition, eliminate any obligation to the extent that prepay such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsIndebtedness.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifth Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, however, that upon receipt by Company may defer making or any such prepayment until the cumulative amount of its Subsidiaries of any such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Proceeds, so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Original Closing Date through the date of determination does not exceed $25,000,000, Company may deliver to Administrative Agent an Officer’s Officers’ Certificate setting forth (1) that portion of such Net Asset Sale Proceeds (such portion being the “Proposed Asset Sale Reinvestment Proceeds”) that Company or such Subsidiary intends to reinvest (or enter into a contract to reinvest) in equipment or other productive assets of the general type used in the business (including capital stock of a corporation engaged in such business) of Company and its Subsidiaries or in connection with Permitted Acquisitions (such equipment and other assets being “Eligible Assets”) within 270 days of such date of receiptreceipt and (2) the proposed use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that, pending such reinvestmentthat at Company’s option, such portion of the Net Proposed Asset Sale Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Proposed Asset Sale Reinvestment Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be reduced) in an the full amount equal of all such Proposed Asset Sale Reinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets; provided that Company shall not be required to such unapplied make any prepayment of the Loans to the extent that the sum of Net Asset Sale ProceedsProceeds plus Net Insurance/Condemnation Proceeds from the Original Closing Date through the date of determination does not exceed $5,000,000. Notwithstanding the foregoing, if at the time of any required prepayment under this subsection the Total Leverage Ratio is not more than 4.0 to 1.0, Company shall only be required to prepay 75% of the amount which it would otherwise be required to prepay hereunder; provided, however, that if Company is required to apply any portion of Net Asset Sale Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall apply such Net Asset Sale Proceeds to the prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company Borrower or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or cash collateralize the outstanding Letters of Credit in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesProceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds received by Borrower or any of its Restricted Subsidiaries from any Asset Sales permitted under subsection 7.7(vi) shall be excluded from the requirements of this subsection 2.4B(iii)(a) to the extent such proceeds are reinvested in a Related Business within 180 days after receipt of such proceeds or within such 180 day period Borrower or any of its Restricted Subsidiaries enters into a binding agreement to reinvest such proceeds in a Related Business; provided, further, that, to the extent any such Net Asset Sale Proceeds are not so reinvested within such 180 day period or Borrower or any of its Restricted Subsidiaries have not theretofore been entered into a binding agreement for such reinvestment within such 180 day period or such proceeds are not reinvested in accordance with any such binding agreement, then such proceeds shall be applied to prepay the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment Loans and/or cash collateralize the outstanding Letters of the Term Loans Credit in an aggregate amount equal to 100% of the amount of such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No ------------------------------------------------------- later than the tenth earlier to occur of (X) the date at which the applicable Borrower or its Subsidiaries determines such Net Asset Sale Proceeds shall not be reinvested in property or assets used in the business of the Borrower or its Subsidiaries and (Y) the first Business Day following which is nine months after the date of receipt by Company any Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company such Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (Proceeds; provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have -------- occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company Proceeds, to the extent reinvested in property or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and the Borrower or its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptthe nine-month period, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion are not required to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving the Loans (without a reduction in and/or reduce the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsCommitments under this subsection 2.4A(iii)(a).

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company any Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) such Borrower shall prepay the Term its Loans and/or such Borrower's Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds Proceeds, and (provided 2) to the extent that Company may defer making any such prepayment until Net Asset Sale Proceeds remain after the cumulative amount applications required pursuant to the foregoing clause (1), such Borrower shall cause the excess of such Net Asset Sale Proceeds to be applied to prepay the prepayment remaining outstanding Loans of all other Borrowers and/or the Term Loans exceeds Revolving Loan Commitments of all other Borrowers shall be permanently reduced, in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments); PROVIDED, HOWEVER, that (x) up to $1,500,000) or (2) so long as no Potential Event 30,000,000 of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that received by Company or such Subsidiary intends to reinvest in equipment or other productive assets from Asset Sales of the general type used in the business Secured Customer Financing Arrangements and/or accounts receivable of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days permitted under subsection 7.7(iii) shall be excluded from the requirements of such date of receiptthis subsection 2.4A(iii)(a), and Company shall, or shall cause one or more (y) up to $10,000,000 of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may received by Borrowers and their respective Subsidiaries from Asset Sales permitted under subsection 7.7(v) shall be applied used to prepay outstanding Revolving Loans (without a reduction in the Loans, but shall not be required to be used to permanently reduce Revolving Loan Commitment Amount) Commitments pursuant to the full extent thereof. In additionthis subsection 2.4A(iii)(a), to the extent that so long as such Net Asset Sale Proceeds have not theretofore been applied to the Obligations proceeds are reinvested by Borrowers or that have not been so reinvested as provided above, Company shall make an additional prepayment their Subsidiaries within 180 days after receipt of the Term Loans such proceeds in an amount equal to such unapplied Net Asset Sale Proceedssimilar assets of similar fair market value.

Prepayments and Reductions From Net Asset Sale Proceeds. No ------------------------------------------------------- later than the tenth earlier to occur of (X) the date at which the applicable Borrower or its Subsidiaries determines such Net Asset Sale Proceeds shall not be reinvested in property or assets used in the business of the Borrower or its Subsidiaries and (Y) the first Business Day following which is nine months after the date of receipt by Company any Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company such Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (Proceeds; provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) -------- so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company Proceeds, to the extent reinvested in property or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and the Borrower or its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptthe nine-month period, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion are not required to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving the Loans (without a reduction in and/or reduce the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsCommitments under this subsection 2.4A(iii)(a).

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such Proceeds. Notwithstanding the foregoing, Borrower shall not be required to make a mandatory prepayment until pursuant to this subsection 2.4B(iii)(a) if the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment are reinvested in assets of substantially equivalent value within 365 days of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesreceipt thereof; provided, however, thatthat the total Net Asset Sale Proceeds which may be so reinvested shall not exceed $15,000,000 in the aggregate. If upon any Asset Sale, pending Borrower elects to reinvest the Net Asset Sale Proceeds as permitted under this subsection 2.4B(iii)(a), (1) no later than the First Business Day following the consummation of such reinvestmentAsset Sale, such portion Borrower shall deliver an Officers' Certificate to Administrative Agent indicating Borrower's election to reinvest the Net Asset Sale Proceeds and (2) upon the expiration of 365 days after the date of receipt of the Net Asset Sale Proceeds may be applied of such Asset Sale, Borrower shall deliver to prepay outstanding Revolving Loans (without a reduction Administrative Agent an Officers' Certificate indicating the amount of Net Asset Sale Proceeds reinvested as of such date, the assets in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that which such Net Asset Sale Proceeds have not theretofore been applied to reinvested, and the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment amount of the Term Loans in an amount equal to such unapplied any remaining Net Asset Sale ProceedsProceeds which shall be applied upon the expiration of such 365-day period to prepay the Loans and/or reduce the Revolving Loan Commitments as set forth in this subsection 2.4B(iii)(a).

Prepayments and Reductions From Net Asset Sale Proceeds. No Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to any Net Asset Sale Proceeds received by Company or any of its Subsidiaries, such prepayment or reduction to be made no later than the tenth earlier to occur of (i) the second Business Day following the date of receipt receipt, or if Company would incur breakage costs under subsection 2.6D as a result of a prepayment on such date, on the earlier to occur of the first such date thereafter on which no such breakage costs are 55 incurred or 90 days after such date of receipt, by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in an amount in excess of $150,000, (ii) the date of the occurrence of any Event of Default, or (iii) the forty-fifth day following the end of each Fiscal Quarter in which Net Asset Sale Proceeds were received in respect of any Asset Sale. If, following the receipt by Company shall either (1) prepay the Term Loans in an aggregate amount equal to such or any of its Subsidiaries of Net Asset Sale Proceeds (provided that Proceeds, Company may defer making is required to apply or cause to be applied any such prepayment until the cumulative amount portion of such Net Asset Sale Proceeds to be applied prepay any Indebtedness evidenced by any of the Related Financing Documents pursuant to the prepayment of applicable Related Financing Document, then, notwithstanding anything contained in this subsection 2.4B(iii)(a), Company shall prepay the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in and/or reduce the Revolving Loan Commitment AmountCommitments in the order set forth in this subsection 2.4B(iii)(a) so as to the full extent thereof. In addition, eliminate any obligation to the extent that prepay such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsIndebtedness.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth 5 Business Day following Days after the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereofof the lesser of (i) such portion of the Net Asset Sale Proceeds, or (ii) such outstanding Revolving Loans. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to prepay Loans (or permanently reduce the Obligations Revolving Loan Commitment Amount) or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale ProceedsProceeds not so applied or so reinvested.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifth Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrowers shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, however, that Company may defer making upon receipt by Holdings or any such prepayment until the cumulative amount of its Subsidiaries of any such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Sales Proceeds, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, and to the extent that the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Closing Date through the date of determination does not exceed $75,000,000, Company may deliver to Administrative Agent an Officer’s Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds (such portion being the "Proposed Asset Sale Reinvestment Proceeds") that Company or such Subsidiary any of its Subsidiaries intends to reinvest (or enter into a contract to reinvest) in equipment or other productive assets of the general type used in the business (including capital stock of a corporation engaged in such business) of Company and its Subsidiaries or in connection with Permitted Acquisitions (such equipment and other assets being "Eligible Assets") within 270 360 days of such date of receiptreceipt and (2) the proposed use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that, that at Borrowers' option and pending such reinvestmentapplication, such portion of the Net Proposed Asset Sale Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Borrowers shall, no later than 360 days after receipt of such Net Proposed Asset Sale Reinvestment Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be reduced) in an the full amount equal of all such Proposed Asset Sale Reinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets. Notwithstanding the foregoing provisions of this subsection 2.4B(iii)(a), so long as no Event of Default shall have occurred and be continuing, no mandatory prepayment of Loans or mandatory reduction of Revolving Loan Commitments shall be required pursuant to such unapplied this subsection 2.4B(iii)(a) until each date on which the sum of the Net Asset Sale ProceedsProceeds plus Net Insurance/Condemnation Proceeds received during the period commencing on the later of (x) the Closing Date and (y) the immediately preceding date on which a mandatory repayment or commitment reduction was made pursuant to this subsection 2.4B(iii)(a) or subsection 2.4B(iii)(b) as a result of the receipt of Net Asset Sale Proceeds and/or Net Insurance/Condemnation Proceeds not reinvested as provided above or pursuant to subsection 6.4C, as applicable, and ending on the date of determination (the "Net Asset Sale/Net Insurance Proceeds Payment Period"), equals or exceeds $7,500,000. If Company is required to apply any portion of Net Asset Sale Proceeds to prepay Indebtedness evidenced by the Senior Subordinated Notes (under the terms of the Senior Subordinated Note Indenture) or Permitted Additional Subordinated Indebtedness (under the terms of the indenture governing the same), then notwithstanding anything contained in this Agreement to the contrary, Borrowers shall apply such Net Asset Sale Proceeds to the prepayment of Tranche B Term Loans, if any, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes and/or Permitted Additional Subordinated Indebtedness, as the case may be.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than up to $50,000,000 in the aggregate during the term of this Agreement in Net Asset Sale Proceeds from Permitted Receivables Transactions (PROVIDED, such proceeds are applied (1) to a Permitted Acquisition or (2) for the purpose of acquiring Plant Assets, in each case within 180 days from receipt thereof and no Event of Default or Potential Event of Default shall have occurred and shall be continuing at such time), Company shall either (1) prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Proceeds; PROVIDED, HOWEVER, that, to avoid imposition of any costs pursuant to subsection 2.6D, in lieu of prepaying the Loans on such first Business Day after receipt, Company may defer making any elect not to prepay the Loans by (i) so notifying Administrative Agent in writing of such prepayment until the cumulative amount of election and (ii) paying such Net Asset Sale Proceeds to Administrative Agent to be held as Cash collateral for the Obligations and applied in accordance with subsection 2.4B(iv) to such prepayment at the prepayment end of the Term Interest Period or Interest Periods with the shortest remaining duration for Eurodollar Rate Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and the type to be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth prepaid that portion of exceed in aggregate amount such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets Proceeds, (n) Subsection 2.5A shall be amended by adding the following sentence at the end of thereof: The proceeds of the general type used in Tranche B Term Loans made on the business of NPA Closing Date shall be applied by Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such pay a portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in consideration for the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans NPA Acquisition in an aggregate maximum amount equal to such unapplied Net Asset Sale Proceedsof $325 million. (o) Section 4 is hereby amended by adding thereto a new subsection 4.1.1 as follows:

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of such Net Asset Sale Proceeds minus any such Net Asset Sale Proceeds (the "Proposed Asset Sale 53 EXECUTION Reinvestment Proceeds") that Company or any Subsidiary intends to use within 360 days of such date of receipt to acquire any asset used or useful to the Company or such Subsidiary in conducting its business; provided that Company shall have delivered to Administrative Agent, on or before such first Business Day, an Officer's Certificate setting forth the proposed use of the Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may defer making reasonably request. In addition, no later than 360 days after receipt of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to the amount of any related Proposed Asset Sale Reinvestment Proceeds that have not been applied to the purchase of an asset by Company or such Subsidiary as provided above; provided further that the aggregate amount of any such prepayment until Proposed Asset Sale Reinvestment Proceeds so reinvested in the cumulative amount business of Company or any Subsidiary shall not exceed $20 million for any Fiscal Year. If, following the receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Company is required to apply or cause to be applied any portion of such Net Asset Sale Proceeds to be applied prepay any Indebtedness evidenced by any of the Related Agreements pursuant to the prepayment of applicable Related Agreement, then, notwithstanding anything contained in this subsection 2.4B(iii)(a), Company shall prepay the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in and/or reduce the Revolving Loan Commitment AmountCommitments as set forth in this subsection 2.4B(iii)(a) so as to the full extent thereof. In addition, eliminate any obligation to the extent that prepay such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Asset Sale ProceedsIndebtedness.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth fifth Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or, if requested by Requisite Lenders in accordance with subsection 2.4B(iv)(f), the Revolving Loan Commitments and the Offshore Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s 's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company Holdings or such Subsidiary intends its Subsidiaries intend to reinvest in equipment or other productive assets of the general type used in the business of Company Holdings and its Subsidiaries or in connection with Permitted Acquisitions within 270 365 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company Holdings shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans and Offshore Loans (without a reduction in the Revolving Loan Commitment AmountCommitments or Offshore Loan Commitments, respectively) to the full extent thereof. In addition, to the extent that Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or if requested by Requisite Lenders in an accordance with subsection 2.4B(iv)(f), the Revolving Loan Commitments and the Offshore Loan Commitments shall be permanently reduced) in the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of (i) the sale or other disposition of assets or stock of Vision which results in proceeds in excess of $5,000,000 and (ii) any other Asset SaleSale in excess of $5,000,000 in the aggregate in any Fiscal Year, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesProceeds; provided, however, that, pending to avoid imposition of any costs pursuant to subsection 2.6D, in lieu of prepaying the Loans on such reinvestmentfirst Business Day after receipt, such portion of the Net Asset Sale Proceeds Company may be applied elect not to prepay outstanding Revolving the Loans by (without a reduction i) so notifying Agent in the Revolving Loan Commitment Amountwriting of such election and (ii) to the full extent thereof. In addition, to the extent that paying such Net Asset Sale Proceeds have not theretofore been applied to Agent for application to such prepayment at the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment end of the Term Interest Period or Interest Periods with the shortest remaining duration for Eurodollar Loans that exceed in an aggregate amount equal to such unapplied Net Asset Sale Proceeds. Company may also elect, by notifying Agent in writing, to cause the Loans to be prepaid prior to the end of such Interest Period or Interest Periods (subject to subsection 2.6D). Any amounts held by Agent pursuant to such election shall be invested in investments agreed upon by Agent and Company for the account of Company, which investments shall mature no later than the end of the appropriate Interest Period.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth 5 Business Day following Days after the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (except the Roanoke Sale to the extent governed by subsection 2.4B(iii)(f)), Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (provided that Company may defer making any such prepayment until 2) except in the cumulative amount case of such Net Asset Sale Proceeds arising from the Roanoke Sale that are subject to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) this subsection 2.4B(iii)(a), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereofof the lesser of (i) such portion of the Net Asset Sale Proceeds, or (ii) such outstanding Revolving Loans. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to prepay Loans (or permanently reduce the Obligations Revolving Loan Commitment Amount) or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale ProceedsProceeds not so applied or so reinvested.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following the date of receipt by Company or any of its Subsidiaries Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than the sale of the Sugar Land Facility) permitted by subsection 7.7 or otherwise approved by Administrative Agent and Requisite Lenders, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $2,000,000, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 360 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be either applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In additionthereof or deposited in the Collateral Account; provided further, to the extent that if (A) Company, within 180 days of receipt of such Net Asset Sale Proceeds, has not reinvested all or any portion of such Net Asset Sale Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveabove and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so reinvest such Net Asset Sale Proceeds, (B) Company, within 360 days after the date of receipt of such Net Asset Sale Proceeds, has not reinvested all or any portion of such Net Asset Sale Proceeds as provided above or (C) a Potential Event of Default or Event of Default shall have occurred and be continuing, Company shall make an additional prepayment of the Term Loans in apply an amount equal to such unapplied Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in the full amount of all such Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth five (5) Business Day Days following the date of receipt by Holdings, Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereofthereof if there are any Revolving Loans then outstanding. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitment Amount shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day following five (5) days from the date of receipt by Company Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than a sale of Capital Stock covered by Subsection 2.4B(iii)(c)), Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $5,000,000, deliver to Administrative Agent an Officer’s 's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 one hundred eighty (180) days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, that pending such reinvestment, reinvestment such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Borrower shall, no later than one hundred eighty (180) days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations Loans (other than any prepayment of Revolving Loans not resulting in a corresponding reduction in the Revolving Loan Commitments) or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company Borrower or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than an Asset Sale of the Assets Held for Sale or Redevelopment), Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesProceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have received by Borrower or any of its Restricted Subsidiaries from any Asset Sales permitted under subsection 7.7(vi) shall be excluded from the requirements of this subsection 2.4B(iii)(a) to the extent such proceeds are reinvested or Borrower has committed to Administrative Agent and the Lenders in writing to reinvest such proceeds in a Related Business within 180 days after receipt of such proceeds; provided further that, if any such Net Asset Sale Proceeds are not theretofore been so reinvested or Borrower has not committed in writing to reinvest such proceeds within such 180 day period, then such proceeds shall be applied to prepay the Obligations or that have not been so reinvested as provided above, Company Loans and/or the Revolving Loan Commitments shall make an additional prepayment of the Term Loans be permanently reduced in an aggregate amount equal to 100% of the amount of such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following after the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (Proceeds; provided however that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) may, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, and to the extent that the aggregate amount of such reinvested Net Asset Sale Proceeds from the Closing Date through the date of determination does not exceed $5,000,000, deliver to Administrative Agent an Officer’s 's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 360 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, that pending such reinvestment, reinvestment such portion of the Net Asset Sale Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Company shall, no later than 360 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in an the full amount equal to of all such unapplied Net Asset Sale Proceeds.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company Borrowers shall either (1) prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposesProceeds; provided, however, that, pending to avoid imposition of any costs pursuant to subsection 2.6D, in lieu of prepaying the Loans on such reinvestmentfirst Business Day after receipt, such portion of the Net Asset Sale Proceeds Borrowers may be applied elect not to prepay outstanding Revolving the Loans by (without a reduction i) so notifying Administrative Agent in the Revolving Loan Commitment Amountwriting of such election and (ii) to the full extent thereof. In addition, to the extent that paying such Net Asset Sale Proceeds have not theretofore been to Administrative Agent to be held as Cash collateral for the Obligations and applied in accordance with subsection 2.4B(iv) to such prepayment on the first Interest Payment Date thereafter with respect to the Obligations Class of Loans to be repaid; provided, further, that, except as set forth in the following proviso, no prepayments from Net Asset Sale Proceeds shall be required under this subsection 2.4B(iii)(b) for any Fiscal Year in respect of which Company has delivered to Administrative Agent a Compliance Certificate pursuant to subsection 6.1(iii) which reflects a Consolidated Leverage Ratio of less than or equal to 2.5 to 1.0 and, if at the time such prepayment would otherwise be required to be made, the Company's Rating is at least Investment Grade; provided, further, that have not been so reinvested as provided above, Company shall make an additional prepayment if any of the Term Loans in an amount equal to such unapplied Loan Prepayment Amount is outstanding, prepayments from Net Asset Sale ProceedsProceeds shall be required as set forth above irrespective of the Consolidated Leverage Ratio or the Company's Rating.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth first Business Day following the date of receipt by Company or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale and subject to subsection 6.4C in the case of insurance proceeds which constitute Net Asset Sale Proceeds, Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments and/or the Acquisition Term Loans Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Proceeds; provided, however, -------- ------- that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of received by Company and its Restricted Subsidiaries or in connection with Permitted Acquisitions within 270 days of such from and after the date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may hereof need not be applied to prepay outstanding Revolving the mandatory prepayment of the Loans (without a reduction in the Revolving Loan Commitment Amountpursuant to this subsection 2.4B(iii)(a) to the full extent thereof. In addition, to the extent that such Net Asset Sale Proceeds have are reinvested in assets or properties currently utilized or anticipated to be utilized in any line of business engaged in by Company and its Restricted Subsidiaries on the Closing Date, or any similar or related business, within 270 days of receipt thereof and so long as the aggregate amount of such Net Asset Sale Proceeds so held for reinvestment and excluded from the mandatory prepayment provisions of this subsection 2.4B(iii)(a) does not theretofore been applied exceed $10,000,000 at any time; provided, further, that Company shall, within ten -------- ------- Business Days of the receipt by Company or any of its Restricted Subsidiaries of any Net Asset Sale Proceeds to be excluded from such mandatory prepayment provisions pursuant to the Obligations immediately preceding proviso, deliver to Administrative Agent an Officers' Certificate setting forth the amount of such Net Asset Sale Proceeds, the amount of other Net Asset Sale Proceeds excluded from such mandatory prepayment provisions pursuant to the immediately preceding proviso, and the amount of any mandatory prepayment to be made pursuant to this subsection 2.4B(iii)(a) and setting forth in reasonable detail the calculations from which such amounts were derived, which Officers' Certificate may be amended at any time and from time to time by Company during the 270-day period following receipt of such Net Asset Sale Proceeds. In the event that any portion of any Net Asset Sale Proceeds received by Company or that have not been any of its Restricted Subsidiaries which are so reinvested as provided above, Company shall make an additional excluded from the mandatory prepayment of the Term Loans are not expended for the purposes permitted pursuant to this subsection 2.4B(iii)(a) within the 270-day period, Company shall, immediately upon the expiration of the applicable 270-day period, make a mandatory prepayment of the Loans as specified in the first sentence of this subsection 2.4B(iii)(a) in an amount equal to such unapplied Net Asset Sale Proceedsunexpended portion.

Prepayments and Reductions From Net Asset Sale Proceeds. No later than the tenth Business Day Immediately following the date of receipt by Company Parent, Borrower or any of its their Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale or related series of Asset Sales for which Parent, Company Borrower or any of their Subsidiaries has received or will receive Net Asset Sale Proceeds individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000) in any Fiscal Year, Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount by which such Net Asset Sale Proceeds exceeds Five Hundred Thousand Dollars (provided that Company may defer making $500,000) in any such prepayment until Fiscal Year, minus, the cumulative amount of such Net Asset Sale Proposed Permitted Acquisition Reinvestment Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000if (1) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver continuing and (2) Borrower shall have delivered to Administrative Agent Agent, on or before such Asset Sale, an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds (the “Proposed Permitted Acquisition Reinvestment Proceeds”) that Company such Credit Party or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions use within 270 three hundred sixty (360) days of such date of receiptreceipt to pay the purchase price, in whole or in part, for a Permitted Acquisition and/or for replacement fixed assets of a kind then used or usable in the business of such Credit Party and Company shall, or shall cause one or more (y) the proposed use of its Subsidiaries to, promptly the Proposed Permitted Acquisition Reinvestment Proceeds and diligently apply such portion other information with respect to such reinvestment purposesproposed use as Administrative Agent may reasonably request; provided, however, that, pending that such reinvestment, such portion of the Net Asset Sale Proposed Permitted Acquisition Reinvestment Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, no later than three hundred sixty (360) days after receipt of any Proposed Permitted Acquisition Reinvestment Proceeds, Borrower shall prepay the Loans and/or the Commitments shall be permanently reduced in an amount equal to the extent amount of any such Proposed Permitted Acquisition Reinvestment Proceeds that such Net Asset Sale Proceeds have not theretofore been applied to pay the Obligations purchase price, in whole or that have not been so reinvested as provided abovein part, Company shall make an additional prepayment for such Permitted Acquisition and/or for replacement fixed assets of a kind then used or usable in the Term Loans in an amount equal to business of such unapplied Net Asset Sale ProceedsCredit Party.

Prepayments and Reductions From Net Asset Sale Proceeds. No ------------------------------------------------------- later than the tenth fifth Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds (provided Proceeds; provided, -------- however, that upon receipt by Company may defer making or any such prepayment until the cumulative amount of its Subsidiaries of ------- any such Net Asset Sale Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) Proceeds, so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Closing Date through the date of determination does not exceed $25,000,000, Company may deliver to Administrative Agent an Officer’s Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds (such portion being the "Proposed Asset Sale Reinvestment Proceeds") that Company or such Subsidiary intends to reinvest (or enter into a contract to reinvest) in equipment or other productive assets of the general type used in the business (including capital stock of a corporation engaged in such business) of Company and its Subsidiaries or in connection with Permitted Acquisitions (such equipment and other assets being "Eligible Assets") within 270 days of such date of receiptreceipt and (2) the proposed use of such Proposed Asset Sale Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that, pending such reinvestmentthat at Company's option, such portion of the Net Proposed Asset Sale -------- ------- Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, to the extent that Company shall, no later than 270 days after receipt of such Net Proposed Asset Sale Reinvestment Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, Company shall make an additional prepayment of the Term Loans (and/or the Revolving Loan Commitments shall be reduced) in an the full amount equal of all such Proposed Asset Sale Reinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets; provided that Company shall not be -------- required to such unapplied make any prepayment of the Loans to the extent that the sum of Net Asset Sale ProceedsProceeds plus Net Insurance/Condemnation ---- Proceeds from the Closing Date through the date of determination does not exceed $5,000,000. Notwithstanding the foregoing, if at the time of any required prepayment under this subsection the Leverage Ratio is not more than 4.0 to 1.0, Company shall only be required to prepay 75% of the amount which it would otherwise be required to prepay hereunder; provided, however, that if Company is required to -------- ------- apply any portion of Net Asset Sale Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall apply such Net Asset Sale Proceeds to the prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.