Asset Sales. No later than the first Business Day following the date of receipt by any Note Party or any of its Subsidiaries of any Net Asset Sale Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Notes in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that # so long as no Default or Event of Default shall have occurred and be continuing, and # to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000, upon delivery of a written notice to Purchasers, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in # long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by Requisite Purchasers) or # Permitted Acquisitions if # a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Sale Proceeds and # the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earliest of # the last day of such one hundred twenty (120) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has not been executed in accordance with the other provisions of this Agreement), # the last day of such one hundred eighty (180) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and # the date of the occurrence of an Event of Default, such Asset Sale Reinvestment Amounts shall be applied to the Obligations as set forth in [Section 2.14(b)].

Asset Sales. No later than the first Business Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds.

Asset Sales. If at any time from and after the Closing Date the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets in a single transaction or series of related transactions, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, or conveyances exceeds 30% of the Capitalization Value.

The Borrowers shall prepay the Revolving Credit Loans in an amount equal to 100% of the Net Asset Sale Proceeds received from any Specified Asset Sale (each, a “Specified Asset Sale Prepayment”). Such Specified Asset Sale Prepayment shall be made no later than five (5) Business Days following the receipt of any such Net Asset Sale Proceeds. All Specified Asset Sale Prepayments shall be applied to prepay, with interest and with any additional compensation required under Section 5.5.2, the Revolving Credit Loans outstanding hereunder. All prepayments of Revolving Credit Loans pursuant to this [Section 5.6.2] shall be applied to the outstanding Revolving Credit Loans of each Bank in proportion to its Ratable Share.

Not be a party to any amalgamation or any other form of Division, merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any Division, amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion; provided that any Loan Party may be a party to a Division, amalgamation or any other form of merger or consolidation to the extent # all Person(s) servicing such Division, amalgamation or other form of merger or consolidation remain and/or become a Loan Party in accordance with [Section 6.8], # other than in respect of a Division, amalgamation or other merger or consolidation of the Borrower, if the resulting Person(s) do not become Loan Parties, the Investment in such Person is permitted by Section

Mergers, Consolidations and Asset Sales. Neither the Borrowers nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (including, in each case, pursuant to a Delaware LLC Division[[Company:Organization]], or make any Asset Sale, except for the following (and in each case, to the extent applicable, the Net Available Proceeds therefrom shall be applied as specified in Section 2.04(b[[Company:Organization]](iii[[Company:Organization]]):

. If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any Asset Sales or Recovery Events, the Borrower shall make a mandatory prepayment of principal on the Term Loans # if a Reinvestment Notice has been given with respect to such Asset Sales or Recovery Events, within one hundred eighty (180) days of the date of receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds in an amount equal to the portion of such Net Cash Proceeds remaining un-reinvested at the expiration of such one hundred eighty (180) day period, and # if no Reinvestment Notice has been given with respect to such Asset Sales or Recovery Events, within sixty (60) days of the date of receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds in an amount equal to 100% of such Net Cash Proceeds. All prepayments pursuant to this [Section 5.8.1] shall be applied to payment of the principal amount of the Term Loans by application to the unpaid installments of principal in the inverse order of scheduled maturities.

Asset Sales and Involuntary Dispositions. Prepayment will be made on the Obligations on the third Business Day following receipt of Net Cash Proceeds in an amount equal to one hundred percent (100.0%) of the Net Cash Proceeds received from any Asset Sale or Involuntary Disposition involving any asset of any Credit Party or any of its Subsidiaries (other than # any Asset Sales the aggregate amount of Net Cash Proceeds of which does not exceed One Million Dollars ($1,000,000) in any Fiscal Year, and # any Involuntary Dispositions the aggregate amount of Net Cash Proceeds of which does not exceed One Million Dollars ($1,000,000) in any Fiscal Year, in each case, to the extent such Net Cash Proceeds are not reinvested in the assets (excluding current assets as classified by GAAP) of the Credit Parties and their Subsidiaries within one hundred eighty (180) days of the date of such Asset Sale or Involuntary Disposition (it being understood that such prepayment shall be due immediately upon the expiration of such 180-day period); provided that no such reinvestment shall be made upon the occurrence and during the continuance of any Default or Event of Default). Notwithstanding anything to the contrary in the foregoing, no prepayments will be required to be made on the Obligations with respect to the receipt of Net Cash Proceeds from the sale of any assets by any Regulated Subsidiary.

Asset Sales and Involuntary Dispositions. Prepayment will be made on the Obligations on the third Business Day following receipt of Net Cash Proceeds in an amount equal to one hundred percent (100.0%) of the Net Cash Proceeds received from any Asset Sale or Involuntary Disposition involving any asset of any Credit Party or any of its Subsidiaries (other than # any Asset Sales the aggregate amount of Net Cash Proceeds of which does not exceed One Million Dollars ($1,000,000) in any Fiscal Year, and # any Involuntary Dispositions the aggregate amount of Net Cash Proceeds of which does not exceed One Million Dollars ($1,000,000) in any Fiscal Year, in each case, to the extent such Net Cash Proceeds are not reinvested in the assets (excluding current assets as classified by GAAP) of the Credit Parties and their Subsidiaries within one hundred eighty (180) days of the date of such Asset Sale or Involuntary Disposition (it being understood that such prepayment shall be due immediately upon the expiration of such 180-day period); provided that no such reinvestment shall be made upon the occurrence and during the continuance of any Default or Event of Default). Notwithstanding anything to the contrary in the foregoing, no prepayments will be required to be made on the Obligations with respect to the receipt of Net Cash Proceeds from the sale of any assets by any Regulated Subsidiary.

Asset Sales and Involuntary Dispositions. Unless otherwise agreed by the Required Lenders, prepayment will be made on the Loan Obligations promptly, but in any event within five Business Days following a determination that prepayment is required hereunder, in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received from any Asset Sale or Involuntary Disposition by the Parent and its Subsidiaries, but only to the extent # commitments for the reinvestment of such proceeds shall not have been made within 90 days, and such proceeds shall not have been reinvested within 180 days, in each case, of the date of such Asset Sale or Involuntary Disposition and # the aggregate amount of such proceeds that are not reinvested in accordance with [clause (A) hereof] exceeds $500,000 in any fiscal year.