Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

Asset Dispositions. (A) If # any member of the Restricted Group Disposes of any property or assets (other than any Disposition # to a Loan Party or # by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to [Section 7.05(f)(ii), (k), (l), (p), (q) or (r)(ii), or (y)])])])])])])] any Casualty Event occurs, and any transaction or series of related transactions described in the [foregoing clauses (x) and (y)])] results in the receipt by members of the Restricted Group of aggregate Net Cash Proceeds in excess of $10,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), # the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and # except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with [Section 2.05(b)(i)(B)], the Borrower shall prepay, subject to [Section 2.05(b)(vii)], an aggregate principal amount of Term Loans in an amount equal to all Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by such member of the Restricted Group; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of # the amount of such Net Cash Proceeds and # a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]).

Master File Option. Customer shall have the option to obtain a limited license to reference certain agreed sections of Avail’s “tobacco product master file” (“Master File”) for the sole purpose of submission of one or more PMTAs, as more particularly described in Section 7.3. Avail shall determine the relevant sections for reference shall be determined based on the range of services Strategic Services. In the event that Customer exercises such option, Customer shall first pay to Avail, in the manner described in Section 6.4, the access fee described on Part 1 of the Fee Schedule (the “Master File Access Fee”). Customer acknowledges and agrees that Customer’s rights to the limited license described in Section 7.3 shall not commence until such time as Customer pays the Master File Access Fee.

SCHEDULE # Purchased Asset File

The Advisor shall receive the Asset Management Fee as its sole compensation for services rendered pursuant to Section 3 of this Agreement in connection with the management of the Company's Assets. The Asset Management Fee shall be calculated and paid monthly and consists of a monthly fee of one-twelfth of 1.1% of # the cost of each Asset then held by the Company, without deduction for depreciation, bad debts or other non-cash reserves, or # the Company's proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for clause (ii)) debt financing on the investment. For any month in which an Asset is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month. Following the determination of the Company's net asset value, the Asset Management Fee will be calculated based on the lower of # the aggregate of the value of the Company's Assets and # the historical cost of the Company's Assets, both without deduction for depreciation, bad debts or other non-cash reserves. The Asset Management Fee shall be payable in arrears for each month on the first of each succeeding month; provided, however, that the Asset Management Fee shall not exceed $2,000,000 per annum (the "Asset Management Fee Cap") until the earlier of such time, if ever, that # the Company holds Assets with an Appraised Value equal to or in excess of $500,000,000 or # the Company reports AFFO equal to or greater than $.3125 per share of Common Stock (an amount intended to reflect a 5% or greater annualized return on $25.00 per share of Common Stock) (the "Per Share Amount") for two consecutive quarters, on a fully diluted basis. If the Company should split, combine or otherwise reclassify the Common Stock, make a dividend or other distribution in shares of Common Stock (including any dividend or other distribution of securities convertible into Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then the Per Share Amount shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Per Share Amount shall be deemed to be the Per Share Amount as so adjusted. All amounts of the Asset Management Fee in excess of the Asset Management Fee Cap (the "Subordinated Compensation") shall be subordinated, and such Subordinated Compensation shall bear interest at an interest rate of 3.5% per annum, which interest shall be cumulative but not compounding, and, if the conditions of the second preceding sentence are met, be paid (together with any interest thereon) in accordance with [Section 9(b)] of this Agreement.

TFF Asset Contribution. The Contributor hereby contributes, transfers, assigns, conveys and delivers to the Company, free and clear of all liens, claims, security interests or other encumbrances, the TFF Assets, as more specifically described below:

Asset Coverage Ratio. [[Organization A:Organization]] will not permit the Asset Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.50.

Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1.00 at any time. The Borrower will not permit the “asset coverage” ratio under the Investment Company Act to be less than the percentage required under the Investment Company Act for the Borrower to issue or sell any class of senior security (as defined under the Investment Company Act).

take such other steps as may be necessary or desirable to enforce Administrative Agent’s, on behalf of Buyers, rights against, under or with respect to such Purchased Assets and the related Purchased Asset Files and the Servicing Records. Administrative Agent, on behalf of Buyers, shall deposit the Purchased Asset Files representing the Purchased Assets, or direct that the Purchased Asset Files be deposited directly, with the ​, and the Purchased Asset Files shall be maintained in accordance with the Custodial Agreement. If a Purchased Asset File is not delivered to Administrative Agent, on behalf of Buyers, or its designee (including the ​), such Purchased Asset File shall be held in trust by Seller or its designee for the benefit of Administrative Agent, on behalf of Buyers, as the owner thereof. Seller or its designee shall maintain a copy of the Purchased Asset File and the originals of the Purchased Asset File not delivered to Administrative Agent, on behalf of Buyers, or its designee. The possession of the Purchased Asset File by Seller or its designee is at the will of Administrative Agent, on behalf of Buyers, for the sole purpose of servicing the related Purchased Asset, and such retention and possession by Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Asset to Administrative Agent, on behalf of Buyers. Seller or its designee (including the ​) shall release its custody of the Purchased Asset File only in accordance with written instructions from Administrative Agent, on behalf of Buyers, unless such release is required as incidental to the servicing of the Purchased Assets, is in connection with a repurchase of any Purchased Asset by Seller or as otherwise required by law or set forth in the Custodial Agreement.

“Purchased Asset File” shall mean, with respect to a Purchased Asset, the Purchased Asset Documents, together with any additional documents and information required to be delivered to Administrative Agent, on behalf of Buyers, or its designee (including the ​) pursuant to this Agreement.