Common use of Reinvestment of Proceeds Clause in Contracts

Reinvestment of Proceeds. (i) Subject to the requirements of Section 852(a) of the Code, Recyclable Proceeds received during the Investment Period (or to the extent the Fund has entered into a binding contract to receive Recyclable Proceeds during the Investment Period, such contracted proceeds) may be used to pay down outstanding debt or may be reinvested to the extent received (or contracted to be received), or if distributed, will be added to the Members’ Remaining Capital Commitments and will be subject to drawdown in accordance with Section 5.1(b). Such Recyclable Proceeds received after the Investment Period may only be reinvested (x) (A) to make “follow-on” investments as determined by the Investment Manager in its sole discretion in order to enhance, preserve or protect the Fund’s existing Portfolio Investments (subject to a maximum amount of 15% of aggregate Capital Commitments), (B) to make Portfolio Investments which were in process (e.g., investments in respect of which a non-disclosure or similar agreement has been entered into or for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet consummated as of the end of the Investment Period, (C) to adjust any hedging positions as the Investment Manager may deem to be advisable, (D) in Securities in connection with the maintenance of reserves pursuant to Section 6.4(c) or pending the making of investments or transactions contemplated by this Section 6.4(b)(i), or (E) to sell an existing Portfolio Investment and purchase a new Portfolio Investment to the extent such transaction does not materially increase the overall risk profile of the Fund or materially reduce the liquidity of the Fund, all as determined by the Investment Manager in its sole discretion or (y) to the extent such proceeds constitute amounts received by the Fund pursuant to the sale of a Portfolio Investment to the Offshore Fund, other Parallel Investment Vehicles, co-investors and/or to third parties. The Fund may engage in transactions giving rise to leverage with respect to particular investments (including by refinancing or securitizing an investment) throughout the Fund’s Term (including after the Investment Period), which transactions will not constitute reinvestment or be subject to the restrictions set forth in this Section 6.4(b). (ii) Recyclable Proceeds permitted to be reinvested in accordance with Section 6.4(b)(i) that have been distributed in whole or in part to the Members shall be added to the Members’ Remaining Capital Commitments and be subject to Drawdowns in accordance with Section 5.1(b).

Reinvestment of Proceeds. (i) Subject to the requirements of Section 852(a) of the Code, Recyclable Proceeds received during the Investment Period (or to the extent the Fund has entered into a binding contract to receive Recyclable Proceeds during the Investment Period, such contracted proceeds) may be used to pay down outstanding debt or may be reinvested to the extent received (or contracted to be received), or if distributed, will be added to the Members’ Remaining Capital Commitments and will be subject to drawdown in accordance with Section 5.1(b). Such Recyclable Proceeds received after the Investment Period may only be reinvested (x) (A) to make “follow-on” investments as determined by the Investment Manager in its sole discretion in order to enhance, preserve or protect the Fund’s existing Portfolio Investments (subject to a maximum amount of 1520% of aggregate Capital Commitments), (B) to make Portfolio Investments which were in process (e.g., investments in respect of which a non-disclosure or similar agreement has been entered into or for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet consummated as of the end of the Investment Period, (C) to adjust any hedging positions as the Investment Manager may deem to be advisable, (D) in Securities in connection with the maintenance of reserves pursuant to Section 6.4(c) or pending the making of investments or transactions contemplated by this Section 6.4(b)(i), or (E) to sell an existing Portfolio Investment and purchase a new Portfolio Investment to the extent such transaction does not materially increase the overall risk profile of the Fund or materially reduce the liquidity of the Fund, all as determined by the Investment Manager in its sole discretion or (y) to the extent such proceeds constitute amounts received by the Fund pursuant to the sale of a Portfolio Investment to the Offshore Fund, other Parallel Investment Vehiclesany parallel investment vehicles, co-investors and/or to third parties. The Fund may engage in transactions giving rise to leverage with respect to particular investments (including by refinancing or securitizing an investment) throughout the Fund’s Term (including after the Investment Period), which transactions will not constitute reinvestment or be subject to the restrictions set forth in this Section 6.4(b). (ii) Recyclable Proceeds permitted to be reinvested in accordance with Section 6.4(b)(i) that have been distributed in whole or in part to the Members shall be added to the Members’ Remaining Capital Commitments and be subject to Drawdowns in accordance with Section 5.1(b).

Reinvestment of Proceeds. (i1) Subject Within 365 days after the receipt of any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, may be used so long as no Default or Event of Default shall have occurred and be continuing, to the requirements acquire Additional Assets or to make capital expenditures in a Permitted Business of Section 852(aMolycorp or one or more of its Subsidiaries; provided that such Additional Assets shall be pledged as (A) of the CodeFirst Priority Collateral, Recyclable Proceeds received during the Investment Period (or capital expenditures invested in First Priority Collateral, to the extent the Fund has entered into a binding contract to receive Recyclable Proceeds during the Investment Periodassets disposed of were First Priority Collateral, such contracted proceedsor (B) may be used to pay down outstanding debt Pari Passu Collateral, or may be reinvested capital expenditures invested in Pari Passu Collateral, to the extent received the assets disposed of were Pari Passu Collateral. Notwithstanding the foregoing, if any such pledge required pursuant to this Section 2.8(b)(iii)(1) would result in material adverse tax consequences to Molycorp or its Subsidiaries, with the prior written consent of Oaktree (or contracted such consent not to be receivedunreasonably withheld, but it being acknowledged, for the avoidance of doubt, that it is reasonable for Oaktree to withhold its consent if the failure to effectuate such pledge could adversely affect the value or the priority of the First Priority Collateral in any material respect), such pledge shall not be required. (2) A binding commitment to make an acquisition referred to in this Section 2.8(b)(iii)) shall be treated as a permitted application of the Net Asset Sale Proceeds or if distributedthe Net Insurance/Condemnation Proceeds, will be added to as the Members’ Remaining Capital Commitments and will be subject to drawdown in accordance with Section 5.1(b). Such Recyclable Proceeds received after case may be, from the Investment Period may only be reinvested date of such commitment; provided that (x) (A) to make “follow-on” investments as determined by the Investment Manager in its sole discretion in order to enhance, preserve or protect the Fund’s existing Portfolio Investments (subject to a maximum amount of 15% of aggregate Capital Commitments), (B) to make Portfolio Investments which were in process (e.g., investments in respect of which a non-disclosure or similar agreement has been entered into or for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet such investment is consummated as within 180 days of the end of the Investment Period, (C) 365-day period referred to adjust any hedging positions as the Investment Manager may deem to be advisable, (D) in Securities in connection with the maintenance of reserves pursuant to Section 6.4(c) or pending the making of investments or transactions contemplated by this Section 6.4(b)(i2.8(b)(iii)(1), or (E) to sell an existing Portfolio Investment and purchase a new Portfolio Investment to the extent such transaction does not materially increase the overall risk profile of the Fund or materially reduce the liquidity of the Fund, all as determined by the Investment Manager in its sole discretion or (y) if such acquisition is not consummated within the period set forth in clause (x) or such binding commitment is terminated, such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds Net Cash Proceeds not so applied will be deemed to be Excess Proceeds. For the avoidance of doubt, pending application thereof in accordance with this Section 2.8(b)(iii), Molycorp or any of its Subsidiaries may use any Net Asset Sale Proceeds or any Net Insurance/Condemnation Proceeds for general corporate purposes prior to the extent such proceeds constitute amounts received by end of the Fund pursuant 365-day period referred to in Section 2.8(b)(iii)(1). In addition to the sale foregoing, any Investment, expenditure or capital expenditure of a Portfolio Investment the type described in this Section 2.8(b)(iii)(1) made within 180 days prior to the Offshore Fundan Asset Sale, other Parallel Investment Vehicles, co-investors and/or shall be deemed to third parties. The Fund may engage in transactions giving rise to leverage satisfy this Section 2.8(b)(iii) with respect to particular investments (including by refinancing or securitizing an investment) throughout the Fund’s Term (including after application of the Investment Period), which transactions will not constitute reinvestment or be subject to the restrictions set forth in this Section 6.4(b)Net Asset Sale Proceeds. (ii) Recyclable Proceeds permitted to be reinvested in accordance with Section 6.4(b)(i) that have been distributed in whole or in part to the Members shall be added to the Members’ Remaining Capital Commitments and be subject to Drawdowns in accordance with Section 5.1(b).

Reinvestment of Proceeds. (i) Subject to the requirements of Section 852(a) of the Code, Recyclable Proceeds received during the Investment Period (or to the extent the Fund has entered into a binding contract to receive Recyclable Proceeds during the Investment Period, such contracted proceeds) may be used to pay down outstanding debt or may be reinvested to the extent received (or contracted to be received), or if distributed, will be added to the Members’ Remaining Capital Commitments and will be subject to drawdown in accordance with Section 5.1(b)5.1. Such Recyclable Proceeds received after the Investment Period may only be reinvested (x) (A) to make “follow-on” investments as determined by the Investment Manager in its sole discretion in order to enhance, preserve or protect the Fund’s existing Portfolio Investments (subject to a maximum amount of 15% of aggregate Capital Commitments), (B) to make Portfolio Investments which were in process (e.g., investments in respect of which a non-disclosure or similar agreement has been entered into or for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet consummated as of the end of the Investment Period, (C) to adjust any hedging positions as the Investment Manager may deem to be advisable, (D) in Securities in connection with the maintenance of reserves pursuant to Section 6.4(c) or pending the making of investments or transactions contemplated by this Section 6.4(b)(i), or (E) to sell an existing Portfolio Investment and purchase a new Portfolio Investment to the extent such transaction does not materially increase the overall risk profile of the Fund or materially reduce the liquidity of the Fund, all as determined by the Investment Manager in its sole discretion or (y) to the extent such proceeds constitute amounts received by the Fund pursuant to the sale of a Portfolio Investment to the Offshore Fund, other Parallel Investment Vehicles, co-investors and/or to third parties. The Fund may engage in transactions giving rise to leverage with respect to particular investments (including by refinancing or securitizing an investment) throughout the Fund’s Term (including after the Investment Period), which transactions will not constitute reinvestment or be subject to the restrictions set forth in this Section 6.4(b). (ii) Recyclable Proceeds permitted to be reinvested in accordance with Section 6.4(b)(i) that have been distributed in whole or in part to the Members shall be added to the Members’ Remaining Capital Commitments and be subject to Drawdowns in accordance with Section 5.1(b)5.1.

Reinvestment of Proceeds. (i1) Subject Within 365 days after the receipt of any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, may be used so long as no Default or Event of Default shall have occurred and be continuing, to the requirements acquire Additional Assets or to make capital expenditures in a Permitted Business of Section 852(aBorrower or one or more of its Subsidiaries; provided that such Additional Assets shall be pledged as (A) of the CodeFirst Priority Collateral, Recyclable Proceeds received during the Investment Period (or capital expenditures invested in First Priority Collateral, to the extent the Fund has entered into a binding contract to receive Recyclable Proceeds during the Investment Periodassets disposed of were First Priority Collateral, such contracted proceedsor (B) may be used to pay down outstanding debt Pari Passu Collateral, or may be reinvested capital expenditures invested in Pari Passu Collateral, to the extent received the assets disposed of were Pari Passu Collateral. Notwithstanding the foregoing, if any such pledge required pursuant to this Section 2.8(b)(iii)(1) would result in material adverse tax consequences to Borrower or its Subsidiaries, with the prior written consent of Oaktree (or contracted such consent not to be receivedunreasonably withheld, but it being acknowledged, for the avoidance of doubt, that it is reasonable for Oaktree to withhold its consent if the failure to effectuate such pledge could adversely affect the value or the priority of the First Priority Collateral in any material respect), such pledge shall not be required. (2) A binding commitment to make an acquisition referred to in this Section 2.8(b)(iii)) shall be treated as a permitted application of the Net Asset Sale Proceeds or if distributedthe Net Insurance/Condemnation Proceeds, will be added to as the Members’ Remaining Capital Commitments and will be subject to drawdown in accordance with Section 5.1(b). Such Recyclable Proceeds received after case may be, from the Investment Period may only be reinvested date of such commitment; provided that (x) (A) to make “follow-on” investments as determined by the Investment Manager in its sole discretion in order to enhance, preserve or protect the Fund’s existing Portfolio Investments (subject to a maximum amount of 15% of aggregate Capital Commitments), (B) to make Portfolio Investments which were in process (e.g., investments in respect of which a non-disclosure or similar agreement has been entered into or for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet such investment is consummated as within 180 days of the end of the Investment Period, (C) 365-day period referred to adjust any hedging positions as the Investment Manager may deem to be advisable, (D) in Securities in connection with the maintenance of reserves pursuant to Section 6.4(c) or pending the making of investments or transactions contemplated by this Section 6.4(b)(i2.8(b)(iii)(1), or (E) to sell an existing Portfolio Investment and purchase a new Portfolio Investment to the extent such transaction does not materially increase the overall risk profile of the Fund or materially reduce the liquidity of the Fund, all as determined by the Investment Manager in its sole discretion or (y) if such acquisition is not consummated within the period set forth in clause (x) or such binding commitment is terminated, such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds Net Cash Proceeds not so applied will be deemed to be Excess Proceeds. For the avoidance of doubt, pending application thereof in accordance with this Section 2.8(b)(iii), Borrower or any of its Subsidiaries may use any Net Asset Sale Proceeds or any Net Insurance/Condemnation Proceeds for general corporate purposes prior to the extent such proceeds constitute amounts received by end of the Fund pursuant 365-day period referred to in Section 2.8(b)(iii)(1). In addition to the sale foregoing, any Investment, expenditure or capital expenditure of a Portfolio Investment the type described in this Section 2.8(b)(iii)(1) made within 180 days prior to the Offshore Fundan Asset Sale, other Parallel Investment Vehicles, co-investors and/or shall be deemed to third parties. The Fund may engage in transactions giving rise to leverage satisfy this Section 2.8(b)(iii) with respect to particular investments (including by refinancing or securitizing an investment) throughout the Fund’s Term (including after application of the Investment Period), which transactions will not constitute reinvestment or be subject to the restrictions set forth in this Section 6.4(b)Net Asset Sale Proceeds. (ii) Recyclable Proceeds permitted to be reinvested in accordance with Section 6.4(b)(i) that have been distributed in whole or in part to the Members shall be added to the Members’ Remaining Capital Commitments and be subject to Drawdowns in accordance with Section 5.1(b).