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

Prepayments From Net Asset Sale Proceeds. No later than the third Business Day after the date of receipt by any Loan Party or any Subsidiary of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest all or a portion of such Net Asset Sale Proceeds in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s 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 in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. No later than the third fifth Business Day after the date of receipt by any Loan Party Holdings or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall (1) prepay the Loans at par in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest within 365 days of such date of receipt all or a portion of such Net Asset Sale Proceeds in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receiptParties. In addition, Company shall, no later than 365 days after any Loan Party’s 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 in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter later of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. No later than the third fifth Business Day after the date of following receipt by any Loan Party or any Subsidiary Group Member of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than Net Asset Sale Proceeds of less than $3,000,000 in the aggregate which may be retained by Borrower to use for any purpose not prohibited by this Agreement), Company Borrower shall either (1) prepay the applicable Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default under Section 8.1, Section 8.6 or Section 8.7 or Event of Default shall have occurred and be continuing, reinvest all or a deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Asset Sale Proceeds that such Group Member intends to commit to reinvest in equipment or other productive assets used in or useful to the business of any of the Loan Parties Group Member (other than Holdings) (which may be by a proposed Permitted Acquisition) within 365 days of such date of receipt. In addition, Company shall, receipt and no later than prepayment of Loans with such Net Asset Sale Proceeds shall be required under this Section 2.4(b)(iii)(A) to the extent such Net Asset Sale Proceeds are so reinvested within 365 days of such date of receipt (or are committed to be reinvested pursuant to a legally binding agreement within 365 days of such date of receipt and are so reinvested within 180 days after the date such agreement was entered into); provided, that any Loan Party’s receipt portion of such Net Asset Sale Proceeds not actually reinvested within the applicable time period set forth in this clause (2) shall be used to prepay the Loans on or before the last day of the applicable time period set forth in this clause (2); provided further, that have not theretofore been applied if at the time that any such prepayment would be required, Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt that is secured by Liens on the Collateral on a pari passu basis with the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest with such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, pursuant to the extent that Company has determined in good faith that repatriation terms of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to documentation governing such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been Indebtedness (such Permitted First Priority Refinancing Debt required to be applied offered to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(abe so repurchased, “Other Applicable Indebtedness”), (x) Company applies an amount equal to then Borrower may apply such Net Asset Sale Proceeds to on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such reinvestments or prepayments as if time; provided that the portion of such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less allocated to the Other Applicable Indebtedness shall not exceed the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (orrequired to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if lessany, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) of such Net Asset Sale Proceeds are shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4(b)(iii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the repayment of Indebtedness of a Foreign SubsidiaryTerm Loans in accordance with the terms hereof.

Prepayments From Net Asset Sale Proceeds. No later than the third fifth Business Day after following the date of receipt by any Loan Party Company or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below 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 $50,000,000, reinvest all or a deliver to Administrative Agent an Officer’s Certificate setting forth (A) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to (x) reinvest in equipment or other productive assets of the general type used in the business of any Company and its Subsidiaries or reasonably similar or related to the nature or type of the Loan Parties property and assets of Company and its Subsidiaries or (y) invest in a Person having property or assets of a similar nature or type as, or engaged in a similar business as, Company and its Subsidiaries, in each case within 365 days of such date of receiptreceipt and (B) 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. In addition, Company shall, no later than 365 days after any Loan Party’s 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 in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. No If any Asset Sale is consummated on or after the Opening Date of the Project (or portion thereof) to which such assets being sold, transferred or otherwise disposed of relate, then no later than the third fifth Business Day after following the date of receipt by any Loan Party or any Subsidiary of any Net Asset Sale Proceeds in respect of such Asset Sale (other than Net Asset Sale Proceeds in respect of (i) the sale of any obsolete, worn out or surplus assets or assets no longer used or useful in the business of a Loan Party to the extent such Net Asset SaleSale Proceeds are reinvested in the business of the Loan Parties within 12 months of receipt and (ii) Permitted Asset Dispositions or Asset Sales permitted pursuant to subsections 7.7(xv), Company to the extent such Net Asset Sale Proceeds under clause (ii) are reinvested in assets of the Loan Parties constituting Collateral within 12 months of receipt), the Borrower shall (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below Proceeds; provided that if no Event of Default or (2) so long as no Potential Event of Default or Event of Default shall have has occurred and be continuingis continuing or will result from such Asset Sale and the Consolidated Leverage Ratio is, reinvest all or a portion prior to giving effect to such prepayment, (i) greater than 3.0:1.0, only 75% of such Net Asset Sale Proceeds in equipment must be applied to prepayments; (ii) greater than 2.50:1.0 but less than or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receipt. In additionequal to 3.0:1.0, Company shall, no later than 365 days after any Loan Party’s receipt only 50 % of such Net Asset Sale Proceeds that have not theretofore been must be applied to prepayments; and (iii) less than or equal to 2.50:1.0, no such prepayment shall be required; provided further that the Obligations or that have not been so reinvested as provided above, make amount of any prepayment otherwise required pursuant to the foregoing provisions of this subsection 2.4B(iii)(a) shall be reduced by an additional prepayment amount equal to the lesser of (x) the Permitted Bond Ratable Share of such amount and (y) the amount of the Loans in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any related Net Asset Sale Proceeds during such 365 day period, Company shall have until which are required by the latter provisions of (x) 365 days from the date Permitted Bonds to be applied or offered to be applied to the redemption or retirement of receipt of Net Asset Sale Proceeds and (y) 180 days from Permitted Bonds; provided that to the date of such contractual commitment, to reinvest extent such Net Asset Sale Proceeds and Company shall make are not so applied to retire or redeem Permitted Bonds after an additional prepayment of Loansoffer to do so has been made (“Excess Asset Sale Proceeds”), with any Net such Excess Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to shall be applied to reinvestments or prepayments pursuant to repay Loans in accordance with this Section 2.4B(iii)(a). For purposes of this subsection 2.4B(iii)(a), (x) Company applies an no Net Asset Sale Proceeds shall be deemed to have been received by a Loan Party as a result of any Asset Sale of a complementary accommodation, apartment or condominium unit at any Phase (including any sale of equity in connection with the sale or disposition of such apartments, accommodations or units) until such time as the final payment for such Asset Sale is received (and is not contractually subject to return or refund) by a Loan Party, and (b) no prepayment shall be required with respect to Net Asset Sale Proceeds received as a result of Asset Sales of complementary accommodations, apartment or condominium units (including any sale of equity in connection with the sale or disposition of such apartments, accommodations or units) until the aggregate amount equal to of such Net Asset Sale Proceeds is in excess of $10,000,000 since the prior prepayment made with respect to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiaryas a result of Asset Sales of complementary accommodations, less apartment or condominium units (including the amount of additional taxes that would have been payable or reserved against if such above-described equity sales), and in no event shall any prepayments with respect to Net Asset Sale Proceeds had been repatriated received as a result of Asset Sales of complementary accommodations, apartment or condominium units (or, if less, including the Net Asset Sale Proceeds that would above-described equity sales) be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied required to the repayment of Indebtedness of a Foreign Subsidiarybe made more frequently than once per calendar month.

Prepayments From Net Asset Sale Proceeds. No later than the third fifth Business Day after the date of receipt by any Loan Party Holdings or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall (1) prepay the Loans at par in an aggregate amount equal to such Net Asset Sale Proceeds less any Net Asset Sale Proceeds derived from ABL Priority Collateral and] less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest within 365 days of such date of receipt all or a portion of such Net Asset Sale Proceeds, less any Net Asset Sale Proceeds derived from ABL Priority Collateral, in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receiptor their Subsidiaries. In addition, Company shall, no later than 365 days after 509265-1822-13506-Active.15159325.22 receipt by Holdings or any Loan Party’s receipt of its Subsidiaries of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations Obligations, that are not derived from ABL Priority Collateral] or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds; provided that, if Company or its Subsidiaries shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter later of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. (1) No later than the third Business Day after following the date of receipt by any Loan Party Company or any Subsidiary 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 Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below 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, reinvest all or a 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 any of the Loan Parties Company and its Subsidiaries within 365 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds not so used 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 any Loan Party’s 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 in the full amount of all such remaining Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest . (2) In respect of any Net Asset Sale Proceeds during such 365 day periodreceived in respect of any Asset Sale identified on Schedule 7.7, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to 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 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 Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, the Loans in the case full amount of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such remaining Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. No later than the third Within 3 Business Day after the date Days of receipt by any Loan Party Parent or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of Asset Sales in an aggregate amount in excess of $5,000,000 in any Fiscal Year (any such Net Asset SaleSale Proceeds being the “Repayable Net Asset Sale Proceeds”), Company Borrower shall either (1) prepay the Loans in an aggregate amount equal to 100% of such Repayable Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest all or a deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Repayable Net Asset Sale Proceeds that Parent or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of any of the Loan Parties Parent and its Subsidiaries within 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 Parent 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 Repayable Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In addition, Company Borrower shall, no later than 365 days after any Loan Party’s receipt of such Repayable 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 in the full amount of all such Repayable Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. No later than ---------------------------------------- the third fifth Business Day after following the date of receipt by any Loan Party Company or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below Proceeds; provided, however, that upon -------- ------- receipt by Company or (2) any of its Subsidiaries of any such Net Asset Sale 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, reinvest all or a Company may deliver to Administrative Agent an 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 any a corporation engaged in such business) of the Loan Parties Company and its Subsidiaries (such equipment and other assets being "Eligible Assets") within 365 270 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 Proposed Asset Sale Reinvestment Proceeds to such reinvestment purposes; provided, however, that at Company's option, -------- ------- such Proposed Asset Sale Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In addition, Company shall, no later than 365 270 days after any Loan Party’s 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, make an additional prepayment of the Loans in the full amount of all such Net Proposed Asset Sale ProceedsReinvestment Proceeds that have not theretofore been so reinvested in Eligible Assets; provided that, if -------- that Company shall have contractually committed not be required to reinvest make any Net Asset Sale Proceeds during such 365 day period, Company shall have until prepayment of the latter of (x) 365 days from Loans to the date of receipt extent that the sum of Net Asset Sale Proceeds and (y) 180 days plus Net ---- Insurance/Condemnation Proceeds from the Closing Date through the date of such contractual commitmentdetermination 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 reinvest such 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 and to prepay Indebtedness under the Revolving 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(iii)(c) hereof), Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to apply such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount prepayment of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (orthe Tranche A Term Loans and the Loans pro rata according to the respective outstanding principal amount, if lessany, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied of each, then to the repayment prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments in accordance with the provisions of the Revolving Credit Agreement, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness of a Foreign Subsidiaryevidenced by the Senior Subordinated Notes or the Discount Notes.

Prepayments From Net Asset Sale Proceeds. No later than the third Business Day after the date of receipt by any Loan Party Company or any Subsidiary of the Loan Parties of any Net Asset Sale Proceeds in respect of any Triggering Asset SaleSale by Company or any such Loan Parties, Company the Borrowers shall (1A) prepay the Term Loans in an aggregate amount equal to the lesser of (x) the portion of the Net Asset Sale Proceeds permitted to be applied to the Term Loans under the terms of the Intercreditor Agreement, and (y) the aggregate amount of Term Loans outstanding, and/or (B) if and to the extent required by subsection 2.4B(iii), permanently reduce the US Revolving Loan Commitments and the Multicurrency Revolving Loan Commitments on a pro rata basis by an amount equal to the respective US Revolving Loan Commitments and Multicurrency Revolving Loan Commitments, as the case may be, multiplied by the positive difference (if any) between the Net Asset Sale Proceeds permitted to be applied to the Term Loans under the terms of the Intercreditor Agreement and amounts applied to the Term Loans under clause (i)(A) of this subsection (a), and (ii) in the event of a Triggering Asset Sale by a foreign Wholly-Owned Subsidiary of Company that is not an Offshore Borrower or Offshore Guarantor, not later than the third Business Day after receipt by such Restricted Foreign Subsidiary of any Net Asset Sale Proceeds, if and to the extent such Net Asset Sale Proceeds less may be repatriated or otherwise transferred (by reason of payment of intercompany note or otherwise) to a Borrower or Borrowers with Term Loans outstanding without (in the amount reinvested pursuant reasonable judgment of Company) resulting in a material tax or other liability to clause (2) below Company or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingits Restricted Subsidiaries, reinvest all or a portion of such Net Asset Sale Proceeds in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s 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 in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(aclause (i), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiaryabove.

Prepayments From Net Asset Sale Proceeds. No later than the third first Business Day after following the date of receipt by any Loan Party Company or any Subsidiary of its Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (excluding ACSI Network Sales only to the extent the Net Asset Sale Proceeds received from such Asset Sales are accounted for as revenue (whether currently or on a deferred basis) from continuing operations in accordance with GAAP), Company or Finance Sub, as applicable, shall (1) prepay the Loans in an aggregate amount equal to apply such Net Asset Sale Proceeds less first to pay the amount reinvested pursuant Deferred Restructuring Fee to clause (2) below or (2) so the full extent thereof, and second to prepay the Loans. Notwithstanding the foregoing, as long as no Potential Event of Default or Potential Event of Default shall have occurred and be continuing, reinvest all or a portion of such Net Asset Sale Proceeds continuing and the Deferred Restructuring Fee has been paid in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receipt. In additionfull, Company shallor Finance Sub, no later than 365 days after any Loan Party’s 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 aboveapplicable, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to may reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 within 270 days from the date of receipt thereof up to 50% of the Net Asset Sale Proceeds in Telecommunications Assets used by Company and its Restricted Subsidiaries in the conduct of its business and to the extent of the amount of Net Asset Sale Proceeds and so reinvested (yup to such 50% limit) 180 days from the date no prepayment of such contractual commitmentLoans shall be required under this subsection 2.4(B)(iii)(a). If upon any Asset Sale, Company elects to reinvest such up to 50% of the Net Asset Sale Proceeds and as permitted under this subsection 2.4B(iii)(a), (1) no later than the first Business Day following the consummation of such Asset Sale, Company shall make deliver an additional prepayment Officers' Certificate to Administrative Agent demonstrating the derivation of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, from the gross sales prices thereof and certifying the portion of such proceeds which Company elects to reinvest in Telecommunications Assets and certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing and (2) upon the expiration of 270 days after the date of receipt of the Net Asset Sale Proceeds so affected may be retained by certified as being scheduled for reinvestment, Company shall deliver to Administrative Agent an Officers' Certificate indicating the applicable Foreign Subsidiary so long as on or before the date on which any amount of Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a)reinvested as of such date, (x) Company applies an amount equal to the assets in which such Net Asset Sale Proceeds to such reinvestments or prepayments as if such have been reinvested, and the amount of any remaining Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would which shall be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to prepay the repayment of Indebtedness of a Foreign SubsidiaryLoans as set forth in this subsection 2.4B(iii)(a).

Prepayments From Net Asset Sale Proceeds. (1) No later than the third Business Day after the date of receipt by Company of any Loan Party Net Asset Sale Proceeds in respect of any sale by Company or Merger Sub of Tendered Shares, Company shall prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided, however, that nothing contained in this -------- ------- clause (1) shall be construed to permit any sale of assets prohibited by subsection 7.7. (2) No later than the date of receipt by Company or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than any sale of assets subject to subclause (1) above), Company shall (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuingProceeds; provided; however, reinvest all or a portion of such Net Asset Sale Proceeds in equipment or other productive assets used that in the business of any of event Company notifies -------- ------- Administrative Agent in writing on the Loan Parties within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s receipt of such Net Asset Sale Proceeds that have not theretofore been applied Company or such Subsidiary intends to replace any assets to be sold ("Exchange Assets") with assets that are of a nature or type that are used or useful in a business engaged in by Company and its Subsidiaries at the time of any such replacement or any business or activity substantially similar or related thereto, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the Obligations or that have not been so reinvested as provided above, make an additional prepayment excess of (1) the Loans in the full aggregate amount of all such Net Asset Sale Proceeds over (2) an amount equal to the amount of cash expected to be expended by Company and its Subsidiaries to acquire such assets during the 360-day period following the date of receipt by Company or any of its Subsidiaries of such Net Asset Sale Proceeds; provided that, if . Any amounts not expended by Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during and its Subsidiaries within such 365 360-day period, Company shall have until the latter of period (x) 365 days from the or within 18 months following such date of receipt of Net Asset Sale Proceeds and (y) 180 days from in the date of such contractual commitment, event that a binding commitment to reinvest acquire assets with such Net Asset Sale Proceeds and has been entered into by Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of or any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to its Subsidiaries during such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may 360-day period) shall be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments prepaid pursuant to clause (g) below. Nothing contained in this clause (2) shall be construed to permit any sale of assets prohibited by subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary7.7.

Prepayments From Net Asset Sale Proceeds. No later than the third first Business Day after following the date of receipt by any Loan Party Company or any Subsidiary 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 less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest all or a deliver to Administrative Agent an Officer's Certificate setting forth that portion of such Net Asset Sale Proceeds in equipment that Company or other productive assets used in the business of any such Subsidiary intends to apply within 364 days of the Loan Parties within 365 days date of receipt of such date Net Asset Sale Proceeds (i) to make investments in, to make capital expenditures relating to, or to acquire other tangible assets, (ii) to make Capital Contributions, or (iii) with respect to Net Asset Sale Proceeds received from an Asset Sale by a Regulated Subsidiary which are not permitted under applicable Healthcare Regulations to be distributed or otherwise transferred without the consent or approval of receipta Healthcare Regulator, to retain such Net Asset Sale Proceeds. In addition, Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Net Asset Sale Proceeds to such purposes; provided that mandatory prepayments required to be made from Asset Sales by Regulated Subsidiaries will be subject to compliance with applicable regulatory requirements, including without limitation any Healthcare Regulations. In addition, Company shall, no later than 365 days the 365th day after any Loan Party’s receipt of such any Net Asset Sale Proceeds that Company intends to reinvest as provided in clause (2)(i) above and as described in the Officer's Certificate delivered pursuant to clause (2) above that have not theretofore been applied to the Obligations or that have not been so reinvested as provided abovereinvested, make an additional prepayment of the Term Loans in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiarynot so reinvested.

Prepayments From Net Asset Sale Proceeds. No later than the third Within 3 Business Day after the date Days of receipt by any Loan Party Parent or any Subsidiary of its Subsidiaries of any Net Asset Sale Proceeds in respect of Asset Sales in an aggregate amount in excess of $5,000,000 in any Fiscal Year (any such Net Asset SaleSale Proceeds being the "Repayable Net Asset Sale Proceeds"), Company Borrower shall either (1) prepay the Loans in an aggregate amount equal to 100% of such Repayable Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest all or a deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Repayable Net Asset Sale Proceeds that Parent or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of any of the Loan Parties Parent and its Subsidiaries within 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 Parent 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 Repayable Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In addition, Company Borrower shall, no later than 365 days after any Loan Party’s receipt of such Repayable 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 in the full amount of all such Repayable Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Prepayments From Net Asset Sale Proceeds. No If any Asset Sale is consummated on or after the Opening Date of the Project (or portion thereof) to which such assets being sold, transferred or otherwise disposed of relate, then no later than the third fifth Business Day after following the date of receipt by any Loan Party or any Subsidiary of any Net Asset Sale Proceeds in respect of such Asset Sale (other than Net Asset Sale Proceeds in respect of (i) the sale of any obsolete, worn out or surplus assets or assets no longer used or useful in the business of a Loan Party to the extent such Net Asset SaleSale Proceeds are reinvested in the business of the Loan Parties within 12 months of receipt and (ii) Permitted Asset Dispositions or Asset Sales permitted pursuant to subsections 7.7(xviii) or (xx), Company to the extent such Net Asset Sale Proceeds are reinvested in assets of the Loan Parties constituting Collateral within 12 months of receipt), the Borrower shall (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest all or a portion of such Net Asset Sale Proceeds in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s 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 in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further except that, in the case of Net Asset Sale Proceeds received from Permitted Asset Dispositions constituting the sale of the Venetian Macao Mall, Four Seasons Mall or Four Seasons Macao Resort Project (including any complementary suites comprising a disposition by portion thereof), if the Company makes a Foreign Subsidiarydividend with the proceeds thereof in accordance with subsection 7.5(ii), to such prepayments shall only be required in an amount not less than the extent that Company has determined greater of (x) all Project Costs spent in good faith that repatriation respect of any such Project and (y) 75% of or all the Net Asset Sale Proceeds received in respect of any disposition of a Foreign Subsidiary would have a material adverse tax consequence such Permitted Asset Disposition); provided that no such prepayment or reinvestment shall be required with respect to any Asset Sales if at the time such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained prepayment would otherwise have been required be due (A) no Event of Default or Potential Event of Default has occurred and is continuing or will result from such Asset Sale, and (B) the Consolidated Leverage Ratio is, prior to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal giving effect to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiaryprepayment, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiarythan 3.0:1.