Common use of Prepayments from Asset Sales Clause in Contracts

Prepayments from Asset Sales. At any time prior to the date which is 364 days following the date of receipt of such Net Cash Proceeds from an Asset Sale by any Loan Party or any of its Subsidiaries but in any event not later than the day before the day on which the Company shall be obligated to pay any amount of such Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until the Company shall have prepaid the Loans in the amounts required by, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or (ii) the date that is 365 days after the receipt of such Net Cash Proceeds, shall be applied to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepayments. Concurrently with any prepayment of the Loans pursuant to this subsection 2.5B(v), the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified in subsection 2.5(B)(ix). Net Cash Proceeds from the sale of more than one Property shall be deemed expended in the order in which such amounts were received by the applicable Loan Party or Subsidiary.

Prepayments from Asset Sales. At If the Borrower or any time prior Wholly-Owned Subsidiary of the Borrower receives any Material Sale Proceeds, then the Borrower shall prepay the Obligations, to the date which is 364 days following the date of receipt extent of such Net Cash Proceeds from an Asset Sale by any Loan Party or any of its Subsidiaries proceeds, promptly (but in any event not later than within five Business Days) after the day before the day first date on which the Company shall be obligated to pay any such Persons have received Material Sale Proceeds totaling an aggregate amount of $5 million or more and within five Business Days after each date thereafter when such Net Cash Persons have received additional Material Sale Proceeds (totaling an aggregate of $5 million or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part more; provided, however, that during the pendency of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default all Material Sales Proceeds shall be payable upon the demand of the Agent. "Material Sale Proceeds" means, without duplication, (i) the cash or cash equivalent proceeds or marketable securities resulting from a failure to pay principal the sale, issuance or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose other disposition (including, without limitation, the investment by a sale- leaseback transaction) of (A) any assets, capital stock of any amount in any Subsidiary or other tangible or intangible property or assets used rights (collectively, "Assets") not constituting CP&L Property, Monetized Assets, Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)) and having an aggregate fair market value in a Hospitality-Related Businessexcess of $1 million for each separate transaction or series of related transactions involving the same seller, but excluding (B) any Collateral or Mortgaged Property (and including any Net Awards and Net Proceeds required to be paid to the purchase Agent pursuant to the terms of FF&E and expenditures in furtherance the Mortgages) or (C) any securities, instruments or other rights of any Renovation kind which are convertible into, exchangeable for or Restoration of otherwise entitled to receive any Property (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until the Company shall have prepaid the Loans in the amounts required byMonetized Assets, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or less (ii) the date amount of income taxes directly payable and any direct costs or expenses incurred in connection with such sale or disposition (provided that is 365 days after the such income taxes, costs and expenses attributable to any subsequent conversion, exchange or other receipt of Monetized Assets shall not be deducted for purposes of determining Material Sale Proceeds), less (iii) the amount of indebtedness secured by such Net Cash ProceedsAssets that are sold or otherwise disposed of, shall which indebtedness is required to be applied to prepay and is repaid upon such sale (but excluding the Loans and the Revolving Loan Commitments indebtedness required to be repaid upon any subsequent conversion, exchange or other receipt of Monetized Assets), but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting (1) Monetized Assets or (2) Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days of the sale or exchange of such assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be automatically remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Closing Date and permanently reduced by identified on Schedule 3.4 hereto and any legal or contractual restriction contained in any Indebtedness which refinances any Indebtedness referenced on Schedule 3.4 provided that the terms thereof are no more onerous to the Borrower or any Subsidiary than those existing on the Closing Date; (E) proceeds resulting from the payment of insurance with respect to such Assets provided such proceeds are used for the replacement of such Assets or are required to be applied to a purpose specified in a legal instrument applicable to such Assets or from the payment of business interruption insurance; (F) proceeds resulting from the sale or other disposition of Assets between the Borrower and any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of the Borrower or between any Wholly-Owned Subsidiaries (other than Restricted Subsidiaries) of the Borrower; (G) up to an aggregate amount of $300 million (such prepayments. Concurrently amount being referred to herein as the "Excluded Sale Proceeds Basket") of net proceeds from the sale or other disposition of Assets not constituting (1) Abitibi Shares, (2) the capital stock of Stone Snowflake as permitted by Section 5.2.12(vi) and (3) Collateral or Mortgaged Property or Assets constituting Collateral or Mortgaged Property for which Substitute Collateral has been provided pursuant to Section 9.13(c), designated by the Borrower in writing to the Agent as being excluded from the prepayment requirements of this Section (any amount so designated being "Excluded Sale Proceeds"), with any prepayment the Excluded Sale Proceeds Basket being subject to reduction by the amount of the Loans Abitibi 25% Portion; (H) proceeds from the cancellation of the German Financing Intercompany Note upon the consummation of the German Financing Subsidiary Transfer; (I) proceeds from any Abitibi Sale/Monetization; (J) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness under the First Mortgage Note Documents; or (K) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness incurred pursuant to Section 5.2.2.(x) but only to the extent such proceeds are promptly used to repay such Indebtedness. The cash, cash equivalent proceeds or marketable securities resulting from the repayment or other liquidation of the investments permitted by Section 5.2.7(i) shall be included within the meaning of "Material Sale Proceeds." Proceeds described in subpart (B) of the exclusion from the definition of Material Sale Proceeds shall be so excluded only if, within five (5) Business Days after such proceeds are received, the Borrower gives the Agent written notice of its intent to utilize such proceeds for replacement purposes and (to the extent such proceeds have not already been so utilized) delivers such proceeds to the Agent to be held in an account as security for the Obligations pursuant to documentation satisfactory to the Agent. During the period ending on the 180th day after receipt of such proceeds by the Borrower or one of its Subsidiaries, the Borrower may, so long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing, withdraw funds from such account to pay or reimburse itself for such replacement costs. Funds in such account shall be held and invested in the manner prescribed for Deposited Monies pursuant to Section 3.5. All amounts remaining in such account at the conclusion of such 180 day period shall, subject to Section 3.6(f), be applied on such date as a prepayment pursuant to this subsection 2.5B(v), the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied Section and Sections 3.5 and 3.6 as specified in subsection 2.5(B)(ix). Net Cash if constituting Material Sale Proceeds from the sale of more than one Property shall be deemed expended in the order in which received on such amounts were received by the applicable Loan Party or Subsidiarydate.

Prepayments from Asset Sales. At any time prior to the date which is 364 days following the date of Upon receipt of such Net Cash Proceeds from an Asset Sale by any Loan Party Company or any Subsidiary of its Subsidiaries but in any event not later than the day before the day on which the Company shall be obligated to pay any amount of such Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding Asset Sale occurring after the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property Closing Date (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until the Company shall have prepaid the Loans in the amounts required by, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or (ii) the date that is 365 days after the receipt of such Net Cash Proceeds, shall be applied to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepayments. Concurrently with any prepayment of the Loans pursuant to this subsection 2.5B(v), the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified in subsection 2.5(B)(ix). Net Cash Proceeds from the sale or issuance of more than one Property Capital Stock of Express Online or Practice Patterns Science which shall be deemed expended treated as Net Securities Proceeds under subsection 2.5A(ii)(c)), Company shall, or shall cause its Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from such Asset Sale on a date not later than the Business Day next succeeding (i) in the order case the date of consummation of such Asset Sale is prior to the Conversion Date, the 180th day after the date of consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by such date by Company or its Subsidiaries to either repay any Indebtedness outstanding under the Senior Secured Credit Agreement or to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Company and its Subsidiaries as existing on the Closing Date or in businesses which are similar or related to the businesses of Company as conducted on the Closing Date ("Replacement Assets") and (ii) in the case the date of consummation of such amounts were received Asset Sale is on or after the Conversion Date, the 360th day after the date of consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by such date by Company or its Subsidiaries to either repay any Indebtedness outstanding under the Senior Secured Credit Agreement or to make an investment in Replacement Assets; provided, however, that, to avoid any imposition of any costs pursuant to subsection 2.7D, in lieu of prepaying the Loans on any such date, Company may elect not to prepay the Loans by (i) so notifying the Administrative Agent in writing of such election and (ii) paying such amount of Net Cash Proceeds to Administrative Agent to be held as Cash collateral for the Obligations and applied to such prepayment of the Loans at the end of the applicable Loan Party or SubsidiaryInterest Period in accordance with the term of this Agreement. Concurrently with the consummation of an Asset Sale, Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale.

Prepayments from Asset Sales. At any time prior to the date which is 364 days following the date of Upon receipt of such Net Cash Proceeds from an Asset Sale by any Loan Party or any of its Subsidiaries but in any event not later than the day before the day on which the Company shall be obligated to pay any amount of such Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until any Subsidiary of the Company shall have prepaid of Cash Proceeds of any Asset Sale occurring after the Loans in the amounts required byClosing Date, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which Company or any Subsidiary of the Company is obligated to shall, or shall cause its Subsidiaries to, apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, of such Asset Sale to prepay (x) the term loans outstanding under the Senior Credit Facility or (y) revolving loans outstanding under the Senior Credit Facility; provided that the commitment thereunder is permanently reduced to the extent of the prepayment; and (ii) the date that is 365 days after the receipt Conversion Date, the Company or any Subsidiary of such the Company may apply any Net Cash Proceeds, shall be applied Proceeds remaining after application pursuant to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepaymentsclause (i) above to a Related Business. Concurrently with any prepayment the consummation of the Loans pursuant to this subsection 2.5B(v)an Asset Sale, the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified in subsection 2.5(B)(ix). Net Cash Proceeds from the sale gross sales price of more such Asset Sale. To the extent not used as above, the Company shall, or shall cause its Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from any Asset Sale on a date not later than one Property the Business Day next succeeding (i) the third Business day after the receipt thereof if such date of receipt is on or prior to the Conversion Date and (ii) the 270th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Subsidiary of the Company within 270 days to a Related Business if such date of receipt is after the Conversion Date; provided that at such time as the Term Loan bears interest at the Fixed Rate, any such Net Cash Proceeds not so applied shall be deemed expended in used to make an offer to purchase the order in which such amounts were received by Term Loan from each Lender on a pro rata basis at 100% of the applicable Loan Party or Subsidiaryprincipal amount thereof plus accrued and unpaid interest thereon to the date of repurchase.

Prepayments from Asset Sales. At No later than the first (1st) Business Day following the date of receipt by the Parent, the Company or any time prior of its Subsidiaries of Cash Proceeds of any Asset Sale, the Company shall prepay the Term Loans in an amount equal to the date which is 364 Net Cash Proceeds received; provided that (I) if the Company shall have delivered a Reinvestment Notice to the Administrative Agent no later than one (1) Business Day after the consummation of such Asset Sale (other than Asset Sales described in Schedule 7.7 annexed hereto) and no Default or Event of Default exists at the time of such consummation or delivery of such notice, the Company shall not be required to make any prepayment with the proceeds of such Asset Sale to the extent that (x) all or any portion of such proceeds are reinvested in Reinvestment Assets within two hundred seventy (270) days following from the date of receipt of such Net Cash Proceeds from an Asset Sale by any Loan Party or any of its Subsidiaries but in any event not later than proceeds, and (y) after giving effect thereto, the day before the day on which the Company shall be obligated to pay any aggregate amount of such Net Cash Proceeds proceeds (or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition other than (1) Permitted Testing Center Proceeds, and (2) proceeds of Asset Sales described in Schedule 7.7 annexed hereto in an amount not to exceed $5,000,000) not used to make mandatory prepayments of Term Loans pursuant to this proviso and the corresponding proviso to subsection 2.4B(iii)(d) shall not exceed $10,000,000 measured on a cumulative basis from the Closing Date; (II) if at any Indebtedness secured by time the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part aggregate amount of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, Permitted Testing Center Proceeds) in respect of which Reinvestment Notices have been delivered and which have not yet been reinvested in Reinvestment Assets or used to repay Loans shall exceed $10,000,000, then the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property Borrower shall promptly deliver all such Net Cash Proceeds (including any Property that is the portion not a Mortgaged Propertyin excess of $10,000,000) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless Collateral Agent to be held and until the Company shall have prepaid the Loans in the amounts required by, and applied by it in accordance with the provisions ofterms of the Collateral Account Agreement; and (III) on each Reinvestment Prepayment Date, an amount equal to the sentence next following. Any amounts not expended in accordance Reinvestment Prepayment Amount with respect to the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or (ii) the date that is 365 days after the receipt of such Net Cash Proceeds, relevant Reinvestment Event shall be applied to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepaymentsTerm Loans. Concurrently with any prepayment of the Loans pursuant to this subsection 2.5B(v2.4B(iii)(a), the Company shall deliver to the Administrative Agent an Officer's Certificate demonstrating in detail reasonably satisfactory to the Administrative Agent the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In addition, in the event that the Company shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), the Company shall promptly cause to be made an additional prepayment of the Term Loans in an amount equal to the amount of any such deficit, and the Company shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified additional proceeds resulting in subsection 2.5(B)(ix). Net Cash Proceeds from the sale of more than one Property shall be deemed expended in the order in which such amounts were received by the applicable Loan Party or Subsidiarydeficit.

Prepayments from Asset Sales. At If the Borrower or any time prior Wholly-Owned Subsidiary of the Borrower receives any Material Sale Proceeds, then the Borrower shall prepay the Obligations, to the date which is 364 days following the date of receipt extent of such Net Cash Proceeds from an Asset Sale by any Loan Party or any of its Subsidiaries proceeds, promptly (but in any event not later than within five Business Days) after the day before the day first date on which such Persons have received Material Sale Proceeds totaling an aggregate amount of $5 million or more and within five Business Days after each date thereafter when such Persons have received additional Material Sale Proceeds totaling an aggregate of $5 million or more; PROVIDED, HOWEVER, that during the Company pendency of an Event of Default all Material Sales Proceeds shall be obligated to pay any amount payable upon the demand of such Net Cash Proceeds the Agent. "MATERIAL SALE PROCEEDS" means, without duplication, (i) the cash or other amount determined by reference to such Net Cash Proceeds) to satisfy all cash equivalent proceeds or part of any other obligation that may become due by reason of such marketable securities resulting from the sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment by a sale-leaseback transaction) of any amount in any (A) assets or other tangible or intangible property or assets used in a Hospitality-Related Businessrights ("ASSETS") not constituting CP&L Property, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation Collateral or Restoration of any Mortgaged Property (unless Substitute Collateral has been provided pursuant to SECTION 9.13(c)) and having an aggregate fair market value in excess of $1 million for each separate transaction or series of related transactions involving the same seller or (B) any Collateral or Mortgaged Property (and including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default Net Awards and that cannot Net Proceeds required to be terminated without material cost paid to the Company or a material adverse effect on Agent pursuant to the Property) unless and until terms of the Company shall have prepaid the Loans in the amounts required byMortgages), and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or LESS (ii) the date amount of income taxes payable and any direct costs or expenses incurred in connection with such sale or disposition, LESS (iii) the amount of indebtedness secured by such Assets that are sold, which indebtedness is 365 required to be and is repaid upon such sale, but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to SECTION 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days of the sale or exchange of such assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Closing Date and identified on SCHEDULE 3.4 hereto and any legal or contractual restriction contained in any Indebtedness which refinances any Indebtedness referenced on SCHEDULE 3.4 provided that the terms thereof are no more onerous to the Borrower or any Subsidiary than those existing on the Closing Date; (E) proceeds resulting from the payment of insurance with respect to such Assets provided such proceeds are used for the replacement of such Assets or are required to be applied to a purpose specified in a legal instrument applicable to such Assets or from the payment of business interruption insurance; (F) proceeds resulting from the sale or other disposition of Assets between the Borrower and any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of the Borrower or Stone-Canada or between any Wholly-Owned Subsidiaries (other than Restricted Subsidiaries) of the Borrower or Stone-Canada; (G) up to an aggregate amount of $300 million of net proceeds from the sale or other disposition of Assets not constituting Collateral or Mortgaged Property or Assets constituting Collateral or Mortgaged Property for which Substitute Collateral has been provided pursuant to SECTION 9.13(c), designated by the Borrower in writing to the Agent as being excluded from the prepayment requirements of this Section (any amount so designated being "EXCLUDED SALE PROCEEDS"); or (H) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness under the First Mortgage Note Documents. The cash, cash equivalent proceeds or marketable securities resulting from the repayment or other liquidation of the investments permitted by SECTION 5.2.7(i) shall be included within the meaning of "MATERIAL SALE PROCEEDS." Proceeds described in subpart (B) of the exclusion from the definition of Material Sale Proceeds shall be so excluded only if, within five (5) Business Days after such proceeds are received, the Borrower gives the Agent written notice of its intent to utilize such proceeds for replacement purposes and (to the extent such proceeds have not already been so utilized) delivers such proceeds to the Agent to be held in an account as security for the Obligations pursuant to documentation satisfactory to the Agent. During the period ending on the 180th day after receipt of such Net Cash Proceedsproceeds by the Borrower or one of its Subsidiaries, the Borrower may, so long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing, withdraw funds from such account to pay or reimburse itself for such replacement costs. Funds in such account shall be applied held and invested in the manner prescribed for Deposited Monies pursuant to prepay SECTION 3.5. All amounts remaining in such account at the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount conclusion of such prepayments. Concurrently with any 180 day period shall, subject to SECTION 3.6(f), be applied on such date as a prepayment of the Loans pursuant to this subsection 2.5B(v), the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied Section and SECTIONS 3.5 and 3.6 as specified in subsection 2.5(B)(ix). Net Cash if constituting Material Sale Proceeds from the sale of more than one Property shall be deemed expended in the order in which received on such amounts were received by the applicable Loan Party or Subsidiarydate.

Prepayments from Asset Sales. At Upon receipt by the Company or any time prior to Restricted Subsidiary of the date which is 364 Company of Net Cash Proceeds of any Asset Sale permitted by Section 6.10, the Company or any Restricted Subsidiary of the Company shall, or shall cause its Restricted Subsidiaries to, apply the Net Cash Proceeds of such Asset Sale within 365 days following the date of receipt thereof (v) in the case of the receipt by any Restricted Subsidiary (but not by the Company) of Net Cash Proceeds of any Asset Sale, to repay Indebtedness under any Qualified Containers Indebtedness or to repay Indebtedness under the Credit Agreement; (w) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (x) to acquire Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary that is engaged in a Permitted Business; (y) to acquire or make an investment in property, plant, equipment or other non-current assets that replace the properties and assets that were the subject of such Asset Sale or that will be used or useful in the Permitted Business (including expenditures for maintenance, repair or improvement of existing properties and assets); or (z) a combination of repayment and investment permitted by the foregoing clauses (v), (w), (x) and (y). Pending the final application of Net Cash Proceeds, the Company or its Restricted Subsidiaries, as the case may be, may temporarily reduce revolving credit borrowings or invest such Net Cash Proceeds in Cash Equivalents. To the extent not used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Interim Loan (an "ASSET SALE PREPAYMENT"), all on a pro rata basis, with the Net Cash Proceeds received from an any Asset Sale by any Loan Party or any of its Subsidiaries but in any event on a date not later than the Business Day next succeeding the 365th day before after the day on which consummation of such Asset Sale if and to the Company shall be obligated to pay any amount of extent that such Net Cash Proceeds (are not applied by the Company or other amount determined by reference to any Restricted Subsidiary of the Company within 365 days as provided in the immediately preceding paragraph or such Net Cash Proceeds) to satisfy all earlier date, if any, as the Board of Directors of the Company or part of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by Restricted Subsidiary determines not to apply the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference relating to such Net Cash ProceedsAsset Sale as set forth in clauses (v), (w), (x) on a Renovation (y) or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event (z) of Default resulting from a failure the preceding paragraph. Notwithstanding the foregoing provisions of this paragraph, no mandatory repayments shall be required pursuant to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property (including any Property that is not a Mortgaged Propertythis Section 2.4A(ii) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until the Company shall have prepaid the Loans in the amounts required by, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day date on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or (ii) the date that is 365 days after the receipt of such Net Cash Proceeds, shall be applied to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepayments. Concurrently with any prepayment of the Loans pursuant to this subsection 2.5B(v), the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified in subsection 2.5(B)(ix). Net Cash Proceeds from all Asset Sales not applied in accordance with clauses (v), (w), (x), (y) or (z) of the sale of more than one Property shall be deemed expended in preceding paragraph within the order in which such amounts were received time periods specified by the applicable Loan Party this paragraph equal or Subsidiaryexceed $20.0 million.

Prepayments from Asset Sales. At Upon receipt by the Company or any time prior to Restricted Subsidiary of the date which is 364 days following Company of Cash Proceeds of any Asset Sale permitted by Section 6.13, the date Company or any Restricted Subsidiary of receipt of such the Company shall, or shall cause its Restricted Subsidiaries to, apply the Net Cash Proceeds from an of such Asset Sale by any Loan Party or any (w) to prepay the term loans outstanding under the Senior Credit Facility, (x) to prepay revolving loans outstanding under the Senior Credit Facility; PROVIDED that except in the case of its Subsidiaries but in any event not later than the day before the day on which the Company shall be obligated to pay any amount a prepayment of such revolving loans with the proceeds of a sale of Public Internet Investments, the commitment under the Senior Credit Facility is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Indebtedness or Subsidiary Guarantor Senior Indebtedness or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (or other amount determined by reference w), (x) and (y) above to such Net Cash Proceeds) to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until the Company shall have prepaid the Loans in the amounts required by, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or (ii) the date that is 365 days Promptly after the receipt consummation of such Net Cash Proceeds, shall be applied to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepayments. Concurrently with any prepayment of the Loans pursuant to this subsection 2.5B(v)an Asset Sale, the Company shall deliver to the Agent Agents an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified in subsection 2.5(B)(ix). Net Cash Proceeds from the sale gross sales price of more such Asset Sale. To the extent not used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from any Asset Sale on a date not later than one Property the Business Day next succeeding the 360th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Restricted Subsidiary of the Company within 360 days as provided in the immediately preceding paragraph; PROVIDED that at such time as the Term Loan bears interest at the Fixed Rate, any such Net Cash Proceeds not so applied shall be deemed expended used to make an offer to purchase the Term Loan from each Lender on a PRO RATA basis at 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of repurchase; PROVIDED, FURTHER, that if the Senior Subordinated Indenture requires the Company to make an offer to purchase Exchange Notes in connection with an Asset Sale, to the order in which extent holders of Exchange Notes do not accept such amounts were received offer the Company will apply any Net Cash Proceeds not accepted by the applicable Loan Party holders of Exchange Notes to prepay the Loans. Notwithstanding the foregoing provisions of this paragraph, so long as no Potential Event of Default or SubsidiaryEvent of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods specified by this paragraph equal or exceed $5 million.

Prepayments from Asset Sales. At any time (i) On or prior to the date which is 364 days following Conversion Date, upon receipt by the date Company or any Subsidiary of receipt the Company of Net Cash Proceeds of any Asset Sale occurring after the Closing Date, the Company or any Subsidiary of the Company will use the Net Cash Proceeds of such Asset Sale to prepay the Bank Facility (or, in the case of Net Cash Proceeds from an Asset Sale by any Loan Party or any Sales of its Subsidiaries but in any event not later than assets of the day before the day on which the Company shall be obligated to pay any amount of such Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derivedAcquired Business, the Company may spend all or Target Facility) and permanently reduce any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default resulting from a failure to pay principal or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose (including, without limitation, the investment of any amount in any property or assets used in a Hospitality-Related Business, but excluding the purchase of FF&E and expenditures in furtherance of any Renovation or Restoration of any Property (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost commitments thereunder to the Company or a material adverse effect on extent of the Property) unless and until the Company shall have prepaid the Loans in the amounts required by, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or (ii) the date that is 365 days after the receipt of such Net Cash Proceeds, shall be applied to prepay the Loans and the Revolving Loan Commitments shall be automatically and permanently reduced by the aggregate amount of such prepaymentsprepayment. Concurrently with any prepayment the consummation of the Loans pursuant to this subsection 2.5B(v)an Asset Sale, the Company shall deliver to the Agent an Officer's ’s Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied as specified in subsection 2.5(B)(ix). Net Cash Proceeds from the sale gross sales price of such Asset Sale. To the extent not used as above, the Company shall, or shall cause its Subsidiaries to, prepay the Loans with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 90th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Subsidiary of the Company within 90 days as provided in the first sentence of this paragraph. (ii) After the Conversion Date, upon the consummation of an Asset Sale, the Company may apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either (x) to permanently reduce Indebtedness under the Bank Facility (or, in the case of Net Cash Proceeds from Asset Sales of assets of the Acquired Business, the Target Facility); and, in the case of any such Indebtedness, effect a permanent reduction in the availability under the Bank Facility (or the Target Facility), (y) to make an investment in properties and assets (including Capital Stock) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Closing Date or in businesses reasonably related thereto (“Replacement Assets”); and/or (z) a combination of prepayment and investment permitted by the foregoing clauses (x) and (y). (iii) Pending the final application of such Net Cash Proceeds, the Company may temporarily reduce borrowings under the Bank Facility or any other revolving credit facility. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (x), (y) and (z) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (x), (y) and (z) of the preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) to all Lenders on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than one Property 60 days following the applicable Net Proceeds Offer Trigger Date, from all Lenders on a pro rata basis, that amount of Loans equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Loans to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed expended to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 2.5(a)(2)(A). The Company may defer the order Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $25.0 million, in each case resulting from one or more Asset Sales (at which such amounts were received by time, the applicable Loan Party or Subsidiaryentire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $25.0 million, shall be applied as required pursuant to this Section 2.5(a)(2)(A)).

Prepayments from Asset Sales. At If the Borrower or any time prior Wholly-Owned Subsidiary of the Borrower receives any Material Sale Proceeds, then the Borrower shall prepay the Obligations, to the date which is 364 days following the date of receipt extent of such Net Cash Proceeds from an Asset Sale by any Loan Party or any of its Subsidiaries proceeds, promptly (but in any event not later than within five Business Days) after the day before the day first date on which the Company shall be obligated to pay any such Persons have received Material Sale Proceeds totaling an aggregate amount of $5 million or more and within five Business Days after each date thereafter when such Net Cash Persons have received additional Material Sale Proceeds (totaling an aggregate of $5 million or other amount determined by reference to such Net Cash Proceeds) to satisfy all or part more; provided, however, that during the pendency of any other obligation that may become due by reason of such sale or other disposition other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, the Company may spend all or any part of Net Cash Proceeds (or other amount determined by reference to such Net Cash Proceeds) on a Renovation or Restoration permitted hereunder or otherwise invest such amounts in property or assets used in a Hospitality-Related Business; provided that if an Event of Default all Material Sales Proceeds shall be payable upon the demand of the Agent. "Material Sale Proceeds" means, without duplication, (i) the cash or cash equivalent proceeds or marketable securities resulting from a failure to pay principal the sale, issuance or interest hereunder has occurred and is continuing, the Company shall not use any part of such Net Cash Proceeds to make any capital expenditures for any purpose other disposition (including, without limitation, the investment by a sale-leaseback transaction) of (A) any assets, capital stock of any amount in any Subsidiary or other tangible or intangible property or assets used rights (collectively, "Assets") not constituting CP&L Property, Monetized Assets, Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)) and having an aggregate fair market value in a Hospitality-Related Businessexcess of $1 million for each separate transaction or series of related transactions involving the same seller, but excluding (B) any Collateral or Mortgaged Property (and including any Net Awards and Net Proceeds required to be paid to the purchase Agent pursuant to the terms of FF&E and expenditures in furtherance the Mortgages) or (C) any securities, instruments or other rights of any Renovation kind which are convertible into, exchangeable for or Restoration of otherwise entitled to receive any Property (including any Property that is not a Mortgaged Property) that shall have commenced before the occurrence of such Event of Default and that cannot be terminated without material cost to the Company or a material adverse effect on the Property) unless and until the Company shall have prepaid the Loans in the amounts required byMonetized Assets, and in accordance with the provisions of, the sentence next following. Any amounts not expended in accordance with the preceding sentence at the earlier of (i) the day before 203 the day on which the Company is obligated to apply such amounts to satisfy all or part of any other obligation that may become due by reason of such sale or other disposition, other than any Indebtedness secured by the assets from which such Net Cash Proceeds were derived, or less (ii) the date amount of income taxes directly payable and any direct costs or expenses incurred in connection with such sale or disposition (provided that such income taxes, costs and expenses attributable to any subsequent conversion, exchange or other receipt of Monetized Assets shall not be deducted for purposes of determining Material Sale Proceeds), less (iii) the amount of indebtedness secured by such Assets that are sold or otherwise disposed of, which indebtedness is required to be and is repaid upon such sale (but excluding (1) indebtedness required to be repaid upon any subsequent conversion, exchange or other receipt of Monetized Assets and (2) any indebtedness related to the German Financing that is 365 repaid as contemplated in clause (H) below), but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting (1) Monetized Assets or (2) Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to Section 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days after of the receipt sale or exchange of such Net Cash Proceeds, shall assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Closing Date and identified on Schedule 3.4 hereto and any legal or contractual restriction contained in any Indebtedness which refinances any Indebtedness referenced on Schedule 3.4 provided that the terms thereof are no more onerous to the Borrower or any Subsidiary than those existing on the Closing Date; (E) proceeds resulting from the payment of insurance with respect to such Assets provided such proceeds are used for the replacement of such Assets or are required to be applied to prepay a purpose specified in a legal instrument applicable to such Assets or from the Loans payment of business interruption insurance; (F)proceeds resulting from the sale or other disposition of Assets between the Borrower and any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of the Revolving Loan Commitments shall be automatically Borrower or between any Wholly-Owned Subsidiaries (other than Restricted Subsidiaries) of the Borrower; (G) subject to the limitations provided in clause (H) below with respect to Material Sale Proceeds received by Stone- Canada, up to an aggregate amount of $300 million (such amount being referred to herein as the "Excluded Sale Proceeds Basket") of net proceeds from the sale or other disposition of Assets not constituting (1) Abitibi Shares, (2) the capital stock of Stone Snowflake as permitted by Section 5.2.12(vi) and permanently reduced (3) Collateral or Mortgaged Property or Assets constituting Collateral or Mortgaged Property for which Substitute Collateral has been provided pursuant to Section 9.13(c), designated by the Borrower in writing to the Agent as being excluded from the prepayment requirements of this Section (any amount so designated being "Excluded Sale Proceeds"), with the Excluded Sale Proceeds Basket being subject to reduction by (x) the amount of the Abitibi 75% Portion and (y) the amount of the German Financing Portion, if any, of any Material Sale Proceeds as provided in clause (H) below; (H) ten percent (10%) of the Material Sale Proceeds received by StoneCanada resulting from the sale or other disposition of Assets (other than Abitibi Shares) of Stone- Canada in an aggregate amount, when combined with the aggregate amount of such prepayments. Concurrently with any prepayment prepayments of the Loans Indebtedness incurred in the German Financing with the German Financing Abitibi Portion, if any, of the Abitibi 75% Portion as permitted under clause (I) of Section 5.2.12(v), not to exceed the Dollar equivalent of DM 80,000,000 so long as such portion of the Material Sale Proceeds (such portion being referred to herein as the "German Financing Portion") are, pursuant to the terms and conditions of the German Financing, required to be used, and are promptly used directly or indirectly, to repay the Indebtedness incurred in the German Financing, provided that the remaining portion of the Material Sale Proceeds are promptly used as a mandatory prepayment under this Section 3.4(c) to repay the Obligations promptly upon receipt by Stone-Canada, with the German Financing Portion of the Material Sale Proceeds being deemed to be a utilization of the Excluded Sale Proceeds Basket until such time, and to the extent, that the Excluded Sale Proceeds Basket has been reduced to zero (provided that the German Financing Portion of the Material Sale Proceeds shall not be deemed to be Excluded Sales Proceeds for purposes of determining Discretionary Funds and the Discretionary Funds Basket), and with the remaining portion of the Material Sale Proceeds not being eligible to be designated by the Borrower as Excluded Sale Proceeds under clause (G) above; (I) proceeds from the sale or other disposition of the Stone-Canada Intercompany Note to any Person other than to the Borrower or any Affiliate of the Borrower, (J) proceeds from any Abitibi Sale/Monetization, (K) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness under the First Mortgage Note Documents or (L) proceeds from the sale or other disposition of any Assets constituting collateral which secures the Indebtedness incurred pursuant to Section 5.2.2.(x) but only to the extent such proceeds are promptly used to repay such Indebtedness. The cash, cash equivalent proceeds or marketable securities resulting from the repayment or other liquidation of the investments permitted by Section 5.2.7(i) shall be included within the meaning of "Material Sale Proceeds." Proceeds described in subpart (B) of the exclusion from the definition of Material Sale Proceeds shall be so excluded only if, within five (5) Business Days after such proceeds are received, the Borrower gives the Agent written notice of its intent to utilize such proceeds for replacement purposes and (to the extent such proceeds have not already been so utilized) delivers such proceeds to the Agent to be held in an account as security for the Obligations pursuant to documentation satisfactory to the Agent. During the period ending on the 180th day after receipt of such proceeds by the Borrower or one of its Subsidiaries, the Borrower may, so long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing, withdraw funds from such account to pay or reimburse itself for such replacement costs. Funds in such account shall be held and invested in the manner prescribed for Deposited Monies pursuant to Section 3.5. All amounts remaining in such account at the conclusion of such 180 day period shall, subject to Section 3.6(f), be applied on such date as a prepayment pursuant to this subsection 2.5B(v), the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds. Any mandatory prepayments pursuant to this subsection 2.5B(v) shall be applied Section and Sections 3.5 and 3.6 as specified in subsection 2.5(B)(ix). Net Cash if constituting Material Sale Proceeds from the sale of more than one Property shall be deemed expended in the order in which received on such amounts were received by the applicable Loan Party or Subsidiarydate.