PROCEEDS OF ANY SINGLE OR SERIES OF RELATED ASSET
DISPOSITIONS ARE LESS THAN $10,000,000 IN THE AGGREGATE, THEN NO PREPAYMENT
SHALL BE REQUIRED PURSUANT TO THIS SECTION 4.4(C)(I), WITH RESPECT TO SUCH
RECOVERY EVENT(S) OR ASSET DISPOSITION(S) (BUT IF GREATER THAN $10,000,000, THE
ENTIRE AMOUNT OF THE PROCEEDS OR THE NET SALE PROCEEDS, AS APPLICABLE, SHALL BE
REQUIRED TO BE PREPAID AND NOT ONLY THE PORTION OF THE PROCEEDS OR THE NET SALE
PROCEEDS, AS APPLICABLE, IN EXCESS OF $10,000,000); PROVIDED, FURTHER, THAT IF
SUCH ASSET DISPOSITION IS PERMITTED BY SECTION 8.3(H) OR (I), THE NET SALE
PROCEEDS THEREFROM SHALL NOT BE REQUIRED TO BE SO APPLIED ON SUCH DATE TO THE
EXTENT THAT (X) NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT THEN EXISTS
AND (Y) THE BORROWER DELIVERS A CERTIFICATE TO THE ADMINISTRATIVE AGENT ON OR
PRIOR TO SUCH DATE STATING THAT AN AMOUNT EQUAL TO SUCH NET SALE PROCEEDS ARE
EXPECTED TO BE USED TO PURCHASE ASSETS USED OR TO BE USED IN THE BUSINESSES
REFERRED TO IN SECTION 8.9 WITHIN 360 DAYS FOLLOWING THE DATE OF RECEIPT OF SUCH
NET SALE PROCEEDS FROM SUCH ASSET DISPOSITION (WHICH CERTIFICATE SHALL SET FORTH
THE ESTIMATES OF THE PROCEEDS TO BE SO EXPENDED) OR TO REDEEM, REPURCHASE OR
OTHERWISE ACQUIRE UP TO $300,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
OBLIGATIONS UNDER THE SENIOR SECURED NOTES (2010) OR THE SENIOR NOTES (2012) IN
ACCORDANCE WITH THE TERMS OF SECTION 8.11(I); PROVIDED, HOWEVER, THAT IF SUCH
ASSET DISPOSITION IS FOR AN AMOUNT IN EXCESS OF 7.5% OF THE CONSOLIDATED NET
TANGIBLE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE END OF THE
IMMEDIATELY PRECEDING FISCAL QUARTER FOR WHICH THE BORROWER HAS DELIVERED
FINANCIAL STATEMENTS REQUIRED BY SECTION 7.1, THE NET SALE PROCEEDS IN EXCESS OF
THE AMOUNT EQUAL TO 7.5% OF CONSOLIDATED NET TANGIBLE ASSETS AS OF SUCH DATE
SHALL BE REQUIRED TO BE SO APPLIED AS A MANDATORY REPAYMENT OF PRINCIPAL OF
LOANS PURSUANT TO THE TERMS OF SECTION 4.5(A) ON THE DATE THIRTY (30) DAYS
FOLLOWING RECEIPT THEREOF UNLESS THE BORROWER HAS RECEIVED FROM S&P OR MOODY'S
BY SUCH DATE A REAFFIRMATION OF ITS DEBT RATINGS GIVING EFFECT TO SUCH ASSET
DISPOSITION AND THE PROPOSED USE OF THE PROCEEDS THEREFROM; PROVIDED, FURTHER,
THAT (1) IF ALL OR ANY
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PORTION OF SUCH NET SALE PROCEEDS NOT SO APPLIED TO THE REPAYMENT OF LOANS ARE
NOT SO USED (OR CONTRACTUALLY COMMITTED TO BE USED) WITHIN SUCH 360 DAY PERIOD
AS PROVIDED ABOVE, SUCH REMAINING PORTION SHALL BE APPLIED ON THE LAST DAY OF
THE PERIOD OR SUCH EARLIER DATE AS THE BORROWER IS OBLIGATED TO MAKE AN OFFER TO
PURCHASE SENIOR SECURED NOTES (2010) DUE TO SUCH ASSET DISPOSITION AS A
MANDATORY REPAYMENT OF PRINCIPAL OF OUTSTANDING LOANS AS PROVIDED ABOVE IN THIS
SECTION 4.4(C) AND (2) IF ALL OR ANY PORTION OF SUCH NET SALE PROCEEDS ARE A
RESULT OF AN ASSET DISPOSITION INVOLVING THE SALE OF COLLATERAL OWNED BY THE
BORROWER OR A DOMESTIC SUBSIDIARY