Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

Dispositions and Involuntary Dispositions. The Borrower shallIssuer shall promptly (and, in any event, within ten three (103) Business Days of Days) upon the receipt of any Net Cash Proceeds received by any Loan Note Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Consolidated Leverage Ratio for Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the most recently ended Measurement Periodlater of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is equal also required to or less than 2.00 prepay the Lockheed Xxxxxx Senior Secured Notes (to 1.00the extent required by the NPA) with any portion of such Net Cash Proceeds, 0% then the Issuer may apply such portion of the Net Cash Proceeds from on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such Disposition or Involuntary Disposition; providedoutstanding amounts, howeverplus accrued and unpaid interest thereon, that so long as no Event of Default shall have occurred under the NPA. Notwithstanding the foregoing, the Issuer and be continuing, such Net Cash Proceeds shall its Subsidiaries may not be required exercise the reinvestment rights set forth in the preceding sentence with respect to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such (other than the De Minimis Disposition or Involuntary Disposition Proceeds) in any fiscal year excess of $10,000,000 in the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory aggregate. Any prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as set forth in accordance with the terms of this Section 2.05(b)clause (iv) below.

Dispositions and Involuntary Dispositions. The Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower shall, within ten will prepay the Term Loans (10if any) on the fifth Business Days of the Day following receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received from such any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to no Default or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuingcontinuing at the time of such certificate or at the proposed time of the application of such proceeds, and such Net Cash Proceeds proceeds shall not be required to be so applied (A) until to prepay the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) Term Loans except to the extent such Loan Party or such Subsidiary reinvests all or any portion proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, or (B) if the Borrower or its Subsidiaries any Restricted Subsidiary enters into a legally binding commitment to invest reinvest such Net Cash Proceeds within such 365-day periodtwelve (12) months following receipt thereof, it may directly or through the later of (I) twelve (12) months following receipt thereof and (II) one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 hundred eighty (180) days after the end of such 365 day 12-month period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

Dispositions and Involuntary Dispositions. The Borrower shall, Borrowers shall prepay (within ten thirty (1030) Business Days days of the receipt date of any such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or any Involuntary Disposition; provided, howeverthat, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until if the aggregate amount of the Net Cash Proceeds derived received by any Loan Party or any Subsidiary from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater less than $2,000,000 5,000,000 (it being understood and agreed that a series of related Dispositions or Involuntary Dispositions, as applicable, shall constitute a single Disposition or Involuntary Disposition, as applicable, for purposes of this clause (A)), or (B) if, at the election of the Borrower) Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent of such Disposition or Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets Eligible Assets within two hundred seventy (270) days following the date of such Disposition or Involuntary Disposition; provided, further, that, for purposes of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt foregoing clause (B), any portion of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have has not been so reinvested, reinvested by the end of such Net Cash Proceeds period shall be immediately applied within two (2) Business Days after the end of such period to prepay the Loans and/or Cash Collateralize the L/C Obligations Obligations. Any prepayment pursuant to this clause (ii) shall be applied as set forth in accordance with the terms of this Section 2.05(b)clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of Prepayment will be made on the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to one hundred percent (x100%) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such any Disposition pursuant to Sections 8.5(h) or (i) or Involuntary Disposition involving any asset of any Loan Party or (yany of its Subsidiaries on the Business Day following receipt thereof; provided that no prepayment shall be required under this Section 2.11(c)(ii) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of unless the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition exceeds $5,000,000 individually and $15,000,000 in the aggregate for all such Dispositions or Involuntary Dispositions in any fiscal year of Fiscal Year. Notwithstanding the Borrower is equal to or greater than $2,000,000 and (B) foregoing, if at the election time of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if Proceeds the Borrower or its Subsidiaries enters into a legally binding commitment informs the Administrative Agent that it intends within 365 days after receipt thereof to invest use all of such Net Cash Proceeds within such 365-day period, it may directly or through one or more either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries so invest (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds within 180 days after in such 365 day periodmanner; provided further that if any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with Section 2.12(b): (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof and (2) the date that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not been so reinvested, to purchase such replacement assets with such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Proceeds.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such of any Disposition or Involuntary Disposition or (yeach such prepayment to be applied as set forth in clause (vii) below). Notwithstanding the foregoing, if at the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% time of the receipt or application of such Net Cash Proceeds from no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within one hundred eighty (180) days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their Subsidiaries or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate; provided , however , that, (A) such Net Cash Proceeds shall either be deposited into a deposit account which is subject to a Deposit Account Control Agreement or Deposit Account Restriction Agreement or held in a Blocked Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $100,000 in any Fiscal Year, (C) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement within the period set forth in such certificate shall, on the first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vii) below and (D) any assets so acquired shall be subject to the security interests under the Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

Dispositions and Involuntary Dispositions. The Borrower shallBorrowers (as to the Foreign Borrower, within ten (10) Business Days limited to prepayment of the receipt of any Foreign Obligations, and limited to Net Cash Proceeds received by any Loan Party the Foreign Borrower or any Subsidiary of its Subsidiaries from any Dispositions (other than Dispositions permitted pursuant Disposition referred to Section 7.05, except clause (cbelow) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d) and (e)) and Involuntary Disposition or Dispositions, as to each receipt of any Net Cash Proceeds, within five (y5) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% Business Days of the Net Cash Proceeds from later of the date of the related Disposition and the date of such Disposition or Involuntary Dispositionreceipt; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to or greater than $2,000,000 1,000,000 and (B) at the election of the Borrower) Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iof such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within 365 one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from such Disposition or all Dispositions (other than Permitted Transfers) and Involuntary Disposition or Dispositions within three (y3) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 5,000,000 and (B) at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory such prepayment is due and payable pursuant to this clause (iwould otherwise be required) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in like operating assets of the general type used in the business of Holdings and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within 365 days twelve (12) months after the receipt of such Net Cash ProceedsProceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter); provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition all Dispositions (other than any Dispositions permitted by clauses (a), (b) and (c) of Sections 7.05) and Involuntary Dispositions immediately upon receipt thereof by any Loan Party or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Dispositionany Subsidiary; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) with respect to any Disposition (excluding any Involuntary Disposition), until the aggregate amount of the Net Cash Proceeds derived from any such Disposition after the Second Amendment Effective Date is equal to or greater than $1,000,000 and (B) with respect to any Involuntary Disposition, (1) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of after the Borrower Second Amendment Effective Date is equal to or greater than $2,000,000 1,000,000 and (B2) at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause within three (i3) Business Days of such Involuntary Disposition), to the extent such Loan Party the Borrower or such any Subsidiary reinvests all or any portion of such Net Cash Proceeds in like productive assets of the general type kind then used or usable in the business of Holdings and its Subsidiaries such Loan Party or such Subsidiary (but specifically excluding current assets as classified by GAAP) within 365 three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Obligations.

Dispositions and Involuntary Dispositions. The Borrower shallBorrowers (as to the Foreign Borrower, within ten (10) Business Days limited to prepayment of the receipt of any Foreign Obligations, and limited to Net Cash Proceeds received by any Loan Party the Foreign Borrower or any Subsidiary of its Subsidiaries from any Dispositions (other than Dispositions permitted pursuant Disposition referred to Section 7.05, except clause (cbelow) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e) and (h)) and Involuntary Disposition or Dispositions, as to each receipt of any Net Cash Proceeds, within five (y5) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% Business Days of the Net Cash Proceeds from later of the date of the related Disposition and the date of such Disposition or Involuntary Dispositionreceipt; provided, however, (A) that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (Ax) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to or greater than $2,000,000 1,000,000 and (By) at the election of the Borrower) Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iof such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within 365 one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), (g) and (i), the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with an aggregate amount equal to 50% of the terms Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition, within five (5) Business Days of the later of the date of the related Disposition and the date of such receipt, provided that any such Net Cash Proceeds shall be subject to clauses (A)(x) and (A)(y) of this Section 2.05(b)sentence.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such Disposition or Involuntary Disposition or (y) if longer period as the Consolidated Leverage Ratio for Administrative Agent may agree giving due consideration to the most recently ended Measurement Period, is equal Parent’s accounting requirements relating to or less than 2.00 transfer and repatriation of the portion of such Net Cash Proceeds allocated to 1.00, 0% of Foreign Subsidiaries; it being understood that the Net Cash Proceeds from of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Disposition or Involuntary DispositionNet Cash Proceeds are received; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower Parent is equal to or greater than $2,000,000 5,000,000 and (B) at the election of the Borrower) Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant such Net Cash Proceeds are otherwise required to this clause (ibe used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in like operating assets of the general type used in the business of Holdings and its Subsidiaries (other than current assets as classified by GAAP) within 365 three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest that any such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, reinvested within such Net Cash Proceeds period shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in accordance with clause (A) above and the terms reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of this Section 2.05(b)which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided.

Dispositions and Involuntary Dispositions. The Term Borrower shall, within ten shall offer to prepay the Term Loans in accordance with clause (10v) Business Days below in an aggregate amount equal to 100% of the receipt of any Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary of any Loan Party from any all Dispositions (other than Dispositions any Disposition permitted pursuant to Section 7.05by Xxxxxxx 0.00(x), except clause (cx), (x), (x), (x), (x), (x), (x), (x) thereofor (n)) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% Dispositions within five Business Days of the date of receipt of such Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from in connection with such Disposition or Involuntary Disposition; provided, however, that the Term Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Other First Lien Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Other First Lien Secured Debt so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Debt and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Secured Debt and the outstanding principal amount of the Term Loans (provided that if the Borrower makes an offer to the holders of such Other First Lien Secured Debt to prepay or repurchase such Other First Lien Secured Debt in an amount permitted under this Section 2.05(b)(ii), to the extent that such offer is declined by the holders of such Other First Lien Secured Debt, the Borrower shall be required to prepay the Term Loans in an amount equal to the amount declined by such holders as if such declined amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their declined amount); provided, further, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds the Term Borrower shall not be required to be so applied offer to prepay the Term Loans with such Net Cash Proceeds, (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower Parent is equal to or greater than $2,000,000 25,000,000 and (B) at the election of the Borrower) Term Borrower (as notified by the Term Borrower to the Administrative Agent on or prior to the date that any mandatory on which a notice of prepayment is due and payable shall be required to be delivered to the Administrative Agent pursuant to this clause (iv) below), to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in like operating assets of the general type used in the business of Holdings and its Subsidiaries (other than current assets) within 365 days after the receipt of such Net Cash Proceeds; provided thatProceeds (or, if the Borrower such Loan Party or its Subsidiaries enters Restricted Subsidiary shall have entered into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries period to so invest apply such Net Cash Proceeds Proceeds, within 180 days after following such 365 365-day period); provided further that if such Net Cash Proceeds shall have not been so reinvestedreinvested within the applicable period, the Term Borrower shall immediately offer to prepay the Term Loans in an aggregate amount equal to such Net Cash Proceeds Proceeds. Notwithstanding the foregoing, if the Term Borrower reasonably determines (as certified by a Responsible Officer of the Term Borrower describing in reasonable detail the applicable limitations) that any amounts attributable to Foreign Loan Parties and Foreign Subsidiaries that are required to be prepaid pursuant to this Section 2.05(b)(ii) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), then the Borrowers and their Restricted Subsidiaries shall not be immediately applied required to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of such amounts as required under this Section 2.05(b2.05(b)(ii) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided that the Borrowers and their Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to one hundred percent (x100%) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions and all Involuntary Dispositions, within three (3) Business Days of the date of such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default that: (A) the Borrower shall have occurred only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the extent the Net Cash Proceeds received by such Loan Party or such Subsidiary in connection with any such Disposition or such Involuntary Disposition exceed $1,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) if, at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent of such Disposition or such Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets Eligible Assets (other than current assets) within one hundred eighty (180) days of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt date of such Net Cash Proceeds; provided that, if Disposition or such Involuntary Disposition (or to the Borrower extent such Loan Party or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds Subsidiary commits within such 365one hundred eighty (180) day-day periodperiod to make such reinvestment, it may directly or through within one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 hundred eighty (180) days after such 365 day one hundred eighty (180) day-period); provided further that provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in accordance with the terms of this Section 2.05(bclause (iv) below. (ii).

Dispositions and Involuntary Dispositions. The Borrower shallshall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Loan Parties from all Dispositions pursuant to Section 7.05(f), (h), (i), (j) and (l) (other than Permitted Transfers) and Involuntary Dispositions of Collateral within ten (10) Business Days of the receipt date of any such Disposition or Involuntary Disposition that are in excess of $10,000,000; provided that, other than with respect to Net Cash Proceeds received by any Loan Party in connection with a Disposition or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05Involuntary Disposition of the Manufacturing Facility, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 Borrower or its Restricted Subsidiaries invest (or commit to 1.00, 100% of invest) the Net Cash Proceeds from such Disposition event (or Involuntary Disposition a portion thereof) within 12 months after receipt of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (y) if with respect to which the Consolidated Leverage Ratio for the most recently ended Measurement PeriodAdministrative Agent, is equal to or less than 2.00 to 1.00, 0% on behalf of the Secured Parties, shall have received a first priority perfected security interest, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from in respect of such event (or the applicable portion of such Net Cash Proceeds, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12-month period (or if committed to be so invested within such 12-month period, have not been so invested within one hundred eighty (180) days after the 12-month period that follows receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested (or committed to be invested); provided, further that, if (x) the Borrower or a Restricted Subsidiary has identified Replacement Collateral in writing to the Lender Representative at least five (5) Business Days prior to the date of such Disposition or Involuntary Disposition; provided, howeverand (y) the Administrative Agent, that so long as no Event on behalf of Default the Secured Parties shall have occurred and be continuing, such Net Cash Proceeds received (or shall not be required to be so applied (A) until receive in connection with the aggregate amount closing of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition Disposition) a first priority perfected security interest in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent all such Replacement Collateral on or prior to the date that any mandatory of such Disposition or Involuntary Disposition, then no prepayment is due and payable (or Cash Collateral) shall be required pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds paragraph in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt respect of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

Dispositions and Involuntary Dispositions. The Term Borrower shall, within ten shall offer to prepay the Term Loans in accordance with clause (10v) Business Days below in an aggregate amount equal to 100% of the receipt of any Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary of any Loan Party from any all Dispositions (other than Dispositions any Disposition permitted pursuant to Section 7.05by Xxxxxxx Xxxxxxx 00.00(x), except clause (cx), (x), (x), (x), (x), (x), (x), (x) thereofor (n)) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% Dispositions within five Business Days of the date of receipt of such Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from in connection with such Disposition or Involuntary Disposition; provided, however, that the Term Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Other First Lien Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Other First Lien Secured Debt so requires, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Debt and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Secured Debt and the outstanding principal amount of the Term Loans (provided that if the Borrower makes an offer to the holders of such Other First Lien Secured Debt to prepay or repurchase such Other First Lien Secured Debt in an amount permitted under this Section Section 7.05(b)(ii), to the extent that such offer is declined by the holders of such Other First Lien Secured Debt, the Borrower shall be required to prepay the Term Loans in an amount equal to the amount declined by such holders as if such declined amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their declined amount); provided, further, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds the Term Borrower shall not be required to be so applied offer to prepay the Term Loans with such Net Cash Proceeds, (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower Parent is equal to or greater than $2,000,000 25,000,000 and (B) at the election of the Borrower) Term Borrower (as notified by the Term Borrower to the Administrative Agent on or prior to the date that any mandatory on which a notice of prepayment is due and payable shall be required to be delivered to the Administrative Agent pursuant to this clause (iv) below), to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in like operating assets of the general type used in the business of Holdings and its Subsidiaries (other than current assets) within 365 days after the receipt of such Net Cash Proceeds; provided thatProceeds (or, if the Borrower such Loan Party or its Subsidiaries enters Restricted Subsidiary shall have entered into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries period to so invest apply such Net Cash Proceeds Proceeds, within 180 days after following such 365 365-day period); provided further that if such Net Cash Proceeds shall have not been so reinvestedreinvested within the applicable period, the Term Borrower shall immediately offer to prepay the Term Loans in an aggregate amount equal to such Net Cash Proceeds Proceeds. Notwithstanding the foregoing, if the Term Borrower reasonably determines (as certified by a Responsible Officer of the Term Borrower describing in reasonable detail the applicable limitations) that any amounts attributable to Foreign Loan Parties and Foreign Subsidiaries that are required to be prepaid pursuant to this Section 2.05(b)(ii) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), then the Borrowers and their Restricted Subsidiaries shall not be immediately applied required to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of such amounts as required under this Section 2.05(b2.05(b)(ii) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided that the Borrowers and their Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions (other than Permitted Transfers) and Involuntary Disposition or Dispositions within five (y5) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iAgent) to the extent such Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in like equipment or other tangible assets (other than current assets) within the later of the general type used in the business of Holdings (x) one hundred and its Subsidiaries within 365 eighty (180) days after the receipt of such Net Cash Proceeds; provided that, Proceeds or (y) if the Borrower such Loan Party or its Subsidiaries such Subsidiary enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest reinvest such Net Cash Proceeds within 180 days following receipt thereof, 180 days after the date of such 365 day periodlegally binding commitment; provided further that (i) if an Event of Default shall have occurred and be continuing, the Loan Party or such Subsidiary shall not be permitted to make any such reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvestedreinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of Prepayment will be made on the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to one hundred percent (x100%) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such any Disposition or Involuntary Disposition involving any asset of any Loan Party or (y) if any of its Subsidiaries on the Consolidated Leverage Ratio for Business Day following receipt thereof excluding the most recently ended Measurement Period, is equal to or proceeds of any Disposition less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (Ba), (b) or (c) of Section 8.5. Notwithstanding the foregoing, if at the election time of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if Proceeds the Borrower or its Subsidiaries enters into a legally binding commitment informs the Administrative Agent that it intends within 365 days after receipt thereof to invest use all of such Net Cash Proceeds within such 365-day period, it may directly or through one or more either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries so invest (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds within 180 days after in such 365 day periodmanner; provided further that if any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with Section 2.12(b): (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof and (2) the date that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not been so reinvested, to purchase such replacement assets with such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Proceeds.

Dispositions and Involuntary Dispositions. The Borrower shallBorrowers (as to the Foreign Borrower, within ten (10) Business Days limited to prepayment of the receipt of any Foreign Obligations, and limited to Net Cash Proceeds received by any Loan Party the Foreign Borrower or any Subsidiary of its Subsidiaries from any Dispositions (other than Dispositions permitted pursuant Disposition referred to Section 7.05, except clause (cbelow) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e), (h) and (k)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days (or, in the case of any such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% made by any Subsidiary of the Net Cash Proceeds from Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such Disposition or Involuntary Dispositionreceipt; provided, however, (A) that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (Ax) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to or greater than $2,000,000 30,000,000 and (By) at the election of the Borrower) Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iof such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within 365 one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), (g) and (i), the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with an aggregate amount equal to 50% of the terms Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition, within five (5) Business Days (or, in the case of any such Disposition made by any Subsidiary of the Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such receipt, provided that any such Net Cash Proceeds shall be subject to clauses (A)(x) and (A)(y) of this Section 2.05(b)sentence.

Dispositions and Involuntary Dispositions. The If the Borrower shallor any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any fiscal year, within ten the Borrower shall prepay, on or prior to the date that is five (105) Business Days after the date of the realization or receipt of any such Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05Proceeds, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, hereafter provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the such Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary DispositionProceeds; provided, however, that that, at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests Guarantor may use all or any portion of such Net Cash Proceeds as Investments in like (x) any assets of the general type that shall be used in the business of Holdings the Borrower and its Subsidiaries or (y) Equity Interests of any Person that, upon the acquisition thereof, would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds; provided that, if Proceeds and (B) such purchase shall have been consummated within 450 days after the Borrower or its Subsidiaries enters into a legally binding commitment to invest receipt of such Net Cash Proceeds; provided, further, however, that any Net Cash Proceeds not so applied within such 365-365 or 450 day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedas applicable, such Net Cash Proceeds shall be immediately promptly applied to prepay the prepayment of the Loans and/or Cash Collateralize the L/C Obligations as set forth in accordance with the terms of this Section 2.05(b)clause (v) below.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or Involuntary Disposition or all Dispositions (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or other than Dispositions generating less than 2.00 to 1.00, 0% $200,000 of Net Cash Proceeds) and Involuntary Dispositions within five (5) Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 5,000,000 and (B) if, at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent of such Disposition or Involuntary Disposition), such Loan Party (directly or such Subsidiary through one or more of its Subsidiaries) reinvests all or any portion of such Net Cash Proceeds in like operating assets of the general type used in the business of Holdings and its Subsidiaries (other than current assets) within 365 days after of the receipt date of such Net Cash Proceeds; provided that, if Disposition or Involuntary Disposition (or to the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds extent it commits within such 365-day periodperiod to make such reinvestment, it may directly or through within one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 hundred eighty (180) days after such 365 365-day period); provided further that provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied within five (5) Business Days after the last day of such period to prepay the Loans and/or Cash Collateralize the L/C Obligations as provided in accordance with the terms of this Section 2.05(b). Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iii) below.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten shall prepay the Loans as provided in Section 2.05(b)(iii) in an aggregate amount equal to one hundred percent (10100%) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any all Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereofPermitted Transfers) and all Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to within three (x3) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event that: (A) the Borrower shall not be required to prepay the Loans pursuant to this Section 2.05(b)(i) until the Net Cash Proceeds received by the Borrower and its Subsidiaries in connection with all Dispositions (other than Permitted Transfers) or Involuntary Dispositions in any fiscal year of Default shall have occurred the Borrower is equal to or exceeds $10,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) if, at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to of such Disposition or such Involuntary Disposition), so long as no Event of Default shall have occurred at the extent time of such Disposition or such Involuntary Disposition or at the time of such reinvestment, such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets Eligible Assets within one hundred eighty (180) days of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt date of such Net Cash ProceedsDisposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (180)-day period to make such reinvestment, within one hundred eighty (180) days ​ ​ ​ ​ after such one hundred eighty (180)-day period); provided provided, further, that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as provided in accordance with the terms of this Section 2.05(b2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Borrower shall, within ten shall prepay the Loans as provided in Section 2.05(b)(iii) in an aggregate amount equal to one hundred percent (10100%) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any all Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereofPermitted Transfers) and all Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to within three (x3) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event that: (A) the Borrower shall not be required to prepay the Loans pursuant to this Section 2.05(b)(i) until the Net Cash Proceeds received by the Borrower ​ ​ and its Subsidiaries in connection with all Dispositions (other than Permitted Transfers) or Involuntary Dispositions in any fiscal year of Default shall have occurred the Borrower is equal to or exceeds $10,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) if, at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to of such Disposition or such Involuntary Disposition), so long as no Event of Default shall have occurred at the extent time of such Disposition or such Involuntary Disposition or at the time of such reinvestment, such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets Eligible Assets within one hundred eighty (180) days of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt date of such Net Cash Proceeds; provided that, if Disposition or such Involuntary Disposition (or to the Borrower extent such Loan Party or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds Subsidiary commits within such 365-day periodone hundred eighty (180)-day period to make such reinvestment, it may directly or through within one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 hundred eighty (180) days after such 365 day one hundred eighty (180)-day period); provided further that provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as provided in accordance with the terms of this Section 2.05(b2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to one hundred percent (x100%) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions and all Involuntary Dispositions, within three (3) Business Days of the date of such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default that: (A) the Borrower shall have occurred only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the extent the Net Cash Proceeds received by such Loan Party or such Subsidiary in connection with any such Disposition or such Involuntary Disposition exceed $1,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) if, at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent of such Disposition or such Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets Eligible Assets within one hundred eighty (180) days of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt date of such Net Cash Proceeds; provided that, if Disposition or such Involuntary Disposition (or to the Borrower extent such Loan Party or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds Subsidiary commits within such 365one hundred eighty (180) day-day periodperiod to make such reinvestment, it may directly or through within one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 hundred eighty (180) days after such 365 day one hundred eighty (180) day-period); provided further that provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in accordance with the terms of this Section 2.05(b)clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or and Cash Collateralize the L/C Obligations as hereinafter provided, hereafter provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from of all Dispositions (other than Involuntary Dispositions) to the extent that the Net Cash Proceeds of all such Disposition or Involuntary Disposition or Dispositions received in any fiscal year exceed $10,000,000 as follows: (ya) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, (calculated on a Pro Forma Basis after giving effect to such Disposition) is greater than or equal to or less than 2.00 4.0 to 1.001.0, 0then (1) 50% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds with respect to such Dispositions shall be applied to such prepayment immediately upon the Borrower's calculation of such Net Cash Proceeds (and in like assets any event not later than 45 days of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if ) and (2) to the Borrower or its Subsidiaries enters into a legally binding commitment to invest extent the remaining amount of such Net Cash Proceeds are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been made for such 365reinvestment prior to the expiration of such 12-day month period, it may directly or through one or more within 24 months) of its Subsidiaries so invest the date of such Net Cash Proceeds within 180 days after Disposition, a prepayment in the amount of such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such remaining Net Cash Proceeds shall be immediately applied due and payable upon the expiration of such period and (b) if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Disposition) is less than 4.0 to 1.0, then to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been made for such reinvestment prior to the expiration of such 12-month period, within 24 months) of the date of such Disposition, a prepayment in the amount of such remaining Net Cash Proceeds shall be immediately due and payable upon the expiration of such period. The Borrower shall prepay the Loans and/or and Cash Collateralize the L/C Obligations as hereafter provided in accordance with an aggregate amount equal to 100% of the terms Net Cash Proceeds of all Involuntary Dispositions to the extent that the Net Cash Proceeds from any such Involuntary Disposition are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been made for such reinvestment prior to the expiration of such 12-month period, within 24 months) of the date of such Involuntary Disposition. Any prepayment pursuant to this Section 2.05(b)clause (ii) shall be applied as set forth in clause (vi) below.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten Within three (103) Business Days of the after receipt of any Net Cash Proceeds received by any a Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05of such Net Cash Proceeds, except clause (c) thereof) and Involuntary Dispositions, the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions, including, without limitation, Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement PeriodDispositions, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Dispositionbut excluding Permitted Transfers; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower Company is equal to or greater than $2,000,000 and 1,500,000 or (B) at the election of the Borrower) Borrowers (as notified by the Borrower Company to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause within three (i3) Business Days after receipt of such Net Cash Proceeds) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used or useful in the business of Holdings and its the Loan Parties or any of their Subsidiaries within 365 one hundred eighty (180) days after the receipt of such Net Cash Proceeds (but, to the extent a Loan Party has entered into contracts to reinvest such proceeds requiring payments after such initial one hundred eighty (180) day reinvestment period, then within two hundred seventy (270) days after the receipt of such Net Cash Proceeds); provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedreinvested within the time frames set forth herein and would otherwise be required to be applied pursuant to this Section 2.05(b)(ii), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).Obligations. 48

Dispositions and Involuntary Dispositions. The Borrower shallIssuer shall promptly (and, in any event, within ten three (103) Business Days of ofupon the receipt of thereof)by any Net Cash Proceeds received by any Loan Note Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, apply 100% of the Net Cash Proceeds from of all Dispositions andany Disposition or Involuntary DispositionsDisposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) to prepay the Notes and the accrued but unpaid interest thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (1) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition and (2) on or after the Combination Closing Date, (yI) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% within twelve months following receipt of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required or (II) if the Issuer or any Subsidiary enters into a legally binding commitment to be so applied reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) until the aggregate amount twelve months following receipt of the such Net Cash Proceeds derived from and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment iswould be required, the Issuer is also required to offer to purchase any Indebtedness outstanding under the FP Note Purchase Agreement as a result of any such Disposition or Involuntary Disposition pursuant to the terms thereof, then the Issuer, at its election, may apply such Net Cash Proceeds not in excess of a pro rata basis (as determined in accordance with Section 2.12 of the First Lien Intercreditor Agreement) to the prepayment of such outstanding amounts, plus the accrued but unpaid interest thereon, plus, subject to Section 2.12 of the First Lien Intercreditor Agreement, any applicable Call Premium, if any, under the FP Note Purchase Agreement; provided, further that if any holder of such Indebtedness declines (or is deemed to have declined) all or any portion of such offer to purchase, such declined amount shall promptly (and, in any fiscal year of event, within three (3) Business Days after such holder has declined (or is deemed to have declined) such offer to purchase) be applied to prepay the Borrower is equal to or greater than $2,000,000 Notes in accordance with the this clause (i). Notwithstanding the foregoing, the Note Parties and (B) at their Subsidiaries may not exercise the election of reinvestment rights set forth in the Borrower) as notified by the Borrower preceding sentence with respect to the Administrative Agent on or prior to Net Cash Proceeds (other than the date that any mandatory De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as set forth in accordance with the terms of this Section 2.05(b)clause (iv) below.

Dispositions and Involuntary Dispositions. The If (x) the Borrower shallor any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) and the amount of the Net Cash Proceeds of all such Dispositions exceeds $2,000,000 in the aggregate or (y) any Involuntary Disposition of any property of any Loan Party occurs and the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $2,000,000 in the aggregate, within ten the Borrower shall prepay, on or prior to the date that is five (105) Business Days after the date of the realization or receipt of any such Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05Proceeds, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, hereafter provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the such Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary DispositionProceeds; provided, however, that that, with respect to any Net Cash Proceeds realized under a Disposition or Involuntary Disposition described in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests Guarantor may use all or any portion of such Net Cash Proceeds to (x) reinvest in like assets of the general type used in the business of Holdings the Borrower and its Subsidiaries or (y) acquire the Equity Interests of any Person that, upon the acquisition thereof, will be a Domestic Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds; provided that, if Proceeds and (B) such purchase shall have been consummated within 450 days after the Borrower or its Subsidiaries enters into a legally binding commitment to invest receipt of such Net Cash Proceeds; provided, further, however, that any Net Cash Proceeds not so applied within such 365-365 or 450 day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedas applicable, such Net Cash Proceeds shall be immediately promptly applied to prepay the prepayment of the Loans and/or Cash Collateralize the L/C Obligations as set forth in accordance with the terms of this Section 2.05(b)clause (v) below.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten three (103) Business Days of the after receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such of any Disposition or Involuntary Disposition or (yeach such prepayment to be applied as set forth in clause (vi) below) in excess of $1,000,000 in any Fiscal Year. Notwithstanding the foregoing, if at the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% time of the receipt or application of such Net Cash Proceeds from no Event of Default has occurred and is continuing and the Borrower delivers to the Administrative Agent a certificate, executed by the Borrower’s chief financial officer, that it intends within one hundred eighty (180) days after receipt thereof to use all of such Disposition Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries, to make Capital Expenditures or Involuntary Dispositionto repair or restore assets, in each case to the extent permitted hereunder, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate; provided, however, that so long as no Event of Default shall have occurred and be continuingthat, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately held in a bank account subject to a Deposit Account Control Agreement until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to prepay the Loans and/or Obligations upon the occurrence of any Event of Default, as the case may be, and (B) any such Net Cash Collateralize Proceeds not so used within one hundred eighty day-period shall, on the L/C Obligations first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vi) below and (C) any assets so acquired shall be subject to the terms of this Section 2.05(b)security interests under the Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Term Loan and thereafter, all other Obligations as hereinafter provided, in an aggregate amount equal to one hundred percent (x100%) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such of any Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from each such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required prepayment to be so applied as set forth in clause (Avii) until below) excluding the aggregate amount proceeds of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater Dispositions less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (Ba), (b) or (c) of Section 7.05. Notwithstanding the foregoing, if at the election time of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if Proceeds no Default or Event of Default has occurred and is continuing and the Borrower or its Subsidiaries enters into Representative delivers to the Administrative Agent a legally binding commitment certificate, executed by the Borrower Representative’s chief financial officer, that it intends within 365 days after receipt thereof to invest use all of such Net Cash Proceeds within such 365-day periodeither to purchase assets used in the ordinary course of business of the Borrowers and their respective Subsidiaries (other than current assets, it as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may directly or through one or more of its Subsidiaries so invest use such Net Cash Proceeds within 180 days after in the manner set forth in such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedcertificate, provided, that, (A) such Net Cash Proceeds shall be immediately held in a Controlled Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to prepay the Loans and/or Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Collateralize the L/C Obligations in accordance with the terms Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b)) shall not exceed $2,000,000 in any Fiscal Year plus any insurance proceeds received in respect of any Disposition, (C) any assets so acquired shall be subject to the security interests under the Collateral Documents with not less than the same priority as the assets subject to such Disposition or Involuntary Disposition, and (D) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof, (2) the date that is five (5) Business Days after the date on which the Borrower Representative shall have notified the Administrative Agent of the Borrowers’ determination not to purchase such replacement assets with such Net Cash Proceeds, (3) the date on which an Event of Default set forth in Section 9.01(a) occurs, and (4) the date that is five (5) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower Representative during the continuance of any other Event of Default.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions (other than Permitted Transfers) and Involuntary Disposition or Dispositions within five (y5) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iAgent) to the extent such Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in like Equipment or other tangible assets (other than current assets) within the later of the general type used in the business of Holdings (x) one hundred and its Subsidiaries within 365 eighty (180) days after the receipt of such Net Cash Proceeds; provided that, Proceeds or (y) if the Borrower such Loan Party or its Subsidiaries such Subsidiary enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest reinvest such Net Cash Proceeds within 180 days following receipt thereof, 180 days after the date of such 365 day periodlegally binding commitment; provided further that (i) if an Event of Default shall have occurred and be continuing, the Loan Party or such Subsidiary shall not be permitted to make any such reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvestedreinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions (other than Permitted Transfers) and Involuntary Disposition or Dispositions within five (y5) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% Business Days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iAgent) to the extent such Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in like equipment or other tangible assets (other than current assets) within the later of the general type used in the business of Holdings (x) one hundred and its Subsidiaries within 365 eighty (180) days after the receipt of such Net Cash Proceeds; provided that, Proceeds or (y) if the Borrower such Loan Party or its Subsidiaries such Subsidiary enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest reinvest such Net Cash Proceeds within 180 days following receipt thereof, 180 days after the date of such 365 day periodlegally binding commitment; provided further that (i) if an Event of Default shall have occurred and be continuing, the Loan Party or such Subsidiary shall not be permitted to make any such reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvestedreinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).Obligations. 62

Dispositions and Involuntary Dispositions. The Borrower shallshall prepay the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid (collectively, the “Mandatory Prepayment”) in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Loan Parties from all Dispositions pursuant to Section 7.05(e) and (f) and Involuntary Dispositions of Collateral within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, date such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount are received that are in excess of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition $500,000 in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into invest (or commit to invest) the Net Cash Proceeds from such event (or a legally binding commitment to invest portion thereof) within one hundred eighty (180) days following the receipt of such Net Cash Proceeds within such 365-day period(the “Reinvestment Period”), it may directly in each case, to acquire, maintain, develop, construct, improve, upgrade, repair or through one make capital expenditures or more Investments with respect to assets or property (x) that constitute Collateral or (y) with respect to which the Administrative Agent, on behalf of its Subsidiaries so invest the Secured Parties, shall have received a first priority perfected security interest, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds within 180 days after in respect of such 365 day period; provided further that event (or the applicable portion of such Net Cash Proceeds, if applicable) except to the extent of any such Net Cash Proceeds shall therefrom that have not been so reinvestedinvested (or committed to be invested) by the end of such Reinvestment Period, at which time a Mandatory Prepayment shall be required in an amount equal to such Net Cash Proceeds shall that have not been so invested (or committed to be immediately applied to prepay invested). For the avoidance of doubt, the amount of any Mandatory Prepayment (including any accrued but unpaid interest on any principal amount of the Loans and/or being prepaid) pursuant to this clause (i) shall not exceed 100% of the Net Cash Collateralize Proceeds received by the L/C Obligations in accordance with Loan Parties from the terms of this Section 2.05(b)Disposition or Involuntary Disposition requiring such Mandatory Prepayment.

Dispositions and Involuntary Dispositions. The Borrower shallIssuer shall promptly (and, in any event, within ten three (103) Business Days of Days) upon the receipt of any Net Cash Proceeds received by any Loan Note Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Consolidated Leverage Ratio for Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the most recently ended Measurement Periodlater of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is equal also required to or less than 2.00 prepay the Lockheed Xxxxxx Senior Secured Notes (to 1.00the extent required by the NPA) with any portion of such Net Cash Proceeds, 0% then the Issuer may apply such portion of the Net Cash Proceeds from on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such Disposition or Involuntary Disposition; providedoutstanding amounts, howeverplus accrued and unpaid interest thereon, that so long as no Event of Default shall have occurred under the NPA. Notwithstanding the foregoing, the Issuer and be continuing, such Net Cash Proceeds shall its Subsidiaries may not be required exercise the reinvestment rights set forth in the preceding sentence with respect to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such (other than the De Minimis Disposition or Involuntary Disposition Proceeds) in any fiscal year excess of $10,000,000 in the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory aggregate. Any prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as set forth in accordance with the terms of this Section 2.05(bclause (iv) below. (ii).

Dispositions and Involuntary Dispositions. The Borrower shallshall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Loan Parties from all Dispositions pursuant to Section 7.05(f), (h), (i), (j) and (l) (other than Permitted Transfers and Dispositions of ALN-AGT IP Collateral) and Involuntary Dispositions of Collateral (other than ALN-AGT IP Collateral) within ten (10) Business Days of the receipt date of any such Disposition or Involuntary Disposition that are in excess of $10,000,000; provided that, other than with respect to Net Cash Proceeds received by any Loan Party in connection with a Disposition or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05Involuntary Disposition of the Manufacturing Facility, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 Borrower or its Restricted Subsidiaries invest (or commit to 1.00, 100% of invest) the Net Cash Proceeds from such Disposition event (or Involuntary Disposition a portion thereof) within 12 months after receipt of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (y) if with respect to which the Consolidated Leverage Ratio for the most recently ended Measurement PeriodAdministrative Agent, is equal to or less than 2.00 to 1.00, 0% on behalf of the Secured Parties, shall have received a first priority perfected security interest, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from in respect of such event (or the applicable portion of such Net Cash Proceeds, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12-month period (or if committed to be so invested within such 12-month period, have not been so invested within one hundred eighty (180) days after the 12-month period that follows receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested (or committed to be invested); provided, further that, if (x) the Borrower or a Restricted Subsidiary has identified Replacement Collateral in writing to the Lender Representative at least five (5) Business Days prior to the date of such Disposition or Involuntary Disposition; provided, howeverand (y) the Administrative Agent, that so long as no Event on behalf of Default the Secured Parties shall have occurred and be continuing, such Net Cash Proceeds received (or shall not be required to be so applied (A) until receive in connection with the aggregate amount closing of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition Disposition) a first priority perfected security interest in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent all such Replacement Collateral on or prior to the date that any mandatory of such Disposition or Involuntary Disposition, then no prepayment is due and payable (or Cash Collateral) shall be required pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds paragraph in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt respect of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of provided with the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions, within five (5) days of the date of such Disposition or Involuntary Disposition Disposition; provided that the Borrower may reinvest such Net Cash Proceeds in properties or assets(x) arising from Term Priority Collateral if and to the extent permitted in the Term Loan Agreement and the Intercreditor Agreement and (y) if arising from any (A) other Dispositions of assets or property (including ABL Priority Collateral) arising from any single transaction or series of related transactions in an amount not to exceed $100,000 in the Consolidated Leverage Ratio aggregate for the most recently ended Measurement Periodany calendar year or (B) Involuntary Dispositions, is equal to or less than 2.00 to 1.00in either case, 0% within one-hundred eighty (180) days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, howeverfurther that, that so long subject to the terms of the Intercreditor Agreement, to the extent such periodthe applicable reinvestment period under the foregoing subclause (x) or (y), as no Event the case may be, has expired without such reinvestment being made or completed and/or to the extent of Default shall have occurred and be continuing, such any excess Net Cash Proceeds described in the foregoing subclause (y) in any calendar year, any remaining Net Cash Proceeds wouldand/or excess Net Cash Proceeds, as applicable, immediately shall not be required applied to be so applied (A) until prepay the aggregate amount Loans and/or Cash Collateralize the L/C Obligations. Notwithstanding the foregoing to the contrary, subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds derived from any such Disposition of Dispositions and Involuntary Dispositions of Term Loan Priority Collateral first, shall be applied or Involuntary Disposition reinvested as provided in any fiscal year of the Borrower is equal to or greater than $2,000,000 Term Loan Agreement, and (B) at second, the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such excess Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, (if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds any) shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance as hereinafter provided (it being understood and agreed that if there is no such excess amount, the Borrower’s obligations under this Section 2.05(b)(i) with respect to Net Cash Proceeds of Term Priority Collateral shall be satisfied by the Borrower’s compliance with the terms applicable provisions of this Section 2.05(bthe Term Loan Agreement).

Dispositions and Involuntary Dispositions. The If the Borrower shallor any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any fiscal year, within ten the Borrower shall prepay, on or prior to the date that is five (105) Business Days after the date of the realization or receipt of any such Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05Proceeds, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, hereafter provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the such Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary DispositionProceeds; provided, however, that that, at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests Guarantor may use all or any portion of such Net Cash Proceeds as Investments in like (x) any assets of the general type that shall be used in the business of Holdings the Borrower and its Subsidiaries or (y) Equity Interests of any Person that, upon the acquisition thereof, would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds and (B) such purchase shall have been consummated within 450 days after the receipt of such Net Cash Proceeds; provided thatprovided, if further, however, that any Net Cash Proceeds not so applied within such 365 or 450 day period, as applicable, shall be promptly applied to the prepayment of the Loans as set forth in clause (v) below. Notwithstanding anything in this Section 2.05(b)(ii) to the contrary, in no event shall any Net Cash Proceeds received by the Borrower or its Subsidiaries enters into Subsidiary with respect to a legally binding commitment Disposition of any Excluded WD Assets, the Equity Interests of any Excluded WD Subsidiary or an Unrestricted Subsidiary that has no material assets other than Excluded WD Assets or the Equity Interests of Excluded WD Subsidiaries, be required to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay repay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b)Loans.

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from such Disposition or all Dispositions (other than Permitted Transfers) and Involuntary Disposition or Dispositions within thirty (y30) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% days of the Net Cash Proceeds from date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any all such Disposition or Dispositions and Involuntary Disposition Dispositions in any fiscal year of the Borrower is equal to or greater than $2,000,000 500,000. Notwithstanding the foregoing, so long as (A) no Default shall have occurred and be continuing or would result therefrom, (B) at the election Borrower shall have given the Administrative Agent prior written notice of the Borrower’s intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such Disposition or Involuntary Disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties or their Subsidiaries (a “Reinvestment”), and (C) as notified by prior to the Borrower to making of such Reinvestment, such Net Cash Proceeds are held in a Deposit Account in which the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent has a perfected first-priority security interest, such Loan Party or such Subsidiary reinvests all or any portion of Subsidiary, as applicable, may apply such Net Cash Proceeds to make such Reinvestment within 180 days (or, in like assets the case of the general type used in the business of Holdings and its Subsidiaries within 365 days RPA Disposition, 360 days) after the initial receipt of such Net Cash Proceeds; provided thatprovided, if further, that (x) in the Borrower or its Subsidiaries enters into a legally binding commitment to invest case of the RPA Disposition, 10% of the amounts not so reinvested during such Net Cash Proceeds within such 365360-day period, it may directly and (y) in the case of any other Disposition or through one or more Involuntary Disposition, 100% of its Subsidiaries the amounts not so invest reinvested during such Net Cash Proceeds within 180 days after such 365 180-day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds in each case shall be immediately paid to the Administrative Agent and applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b2.05(b)(v).

Dispositions and Involuntary Dispositions. The Borrower shallBorrowers (as to the Foreign Borrower, within ten (10) Business Days limited to prepayment of the receipt of any Foreign Obligations, and limited to Net Cash Proceeds received by any Loan Party the Foreign Borrower or any Subsidiary of its Subsidiaries from any Dispositions (other than Dispositions permitted pursuant Disposition referred to Section 7.05, except clause (cbelow) thereof) and Involuntary Dispositions, shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, provided in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e), and (h) and (k)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days (or, in the case of any such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% made by any Subsidiary of the Net Cash Proceeds from Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such Disposition or Involuntary Dispositionreceipt; provided, however, (A) that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (Ax) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to or greater than $2,000,000 1,000,000$30,000,000 and (By) at the election of the Borrower) Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (iof such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within 365 one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedreinvested within the foregoing timeframe, such Net Cash Proceeds they shall then be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), (g) and (i), the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with an aggregate amount equal to 50% of the terms Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition, within five (5) Business Days (or, in the case of any such Disposition made by any Subsidiary of the Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such receipt, provided that any such Net Cash Proceeds shall be subject to clauses (A)(x) and (A)(y) of this Section 2.05(b)sentence.”

Dispositions and Involuntary Dispositions. The (A) Dispositions Other Than Dispositions of Capital Stock of CyrusOne or Wireless Dispositions. In the event a Disposition Prepayment Event occurs with respect to any Property, other than Capital Stock of CyrusOne or CyrusOne LP or a Wireless Disposition, the Borrower shall, within ten (10) Business Days of not later than the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary DispositionsApplicable Prepayment Date, prepay the Tranche B Term Loan, the outstanding Revolving Loans and/or Cash Collateralize and prepay or purchase (and concurrently retire) other Prepayable Indebtedness of the L/C Obligations as hereinafter providedBorrower and its Subsidiaries (or, to the extent permitted by clause (iii)(A) below, make contributions to underfunded Pension Plans) in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from of the related Disposition not applied (or caused to be applied) by the Loan Parties during the related Application Period to make Eligible Reinvestments as contemplated by the terms of Section 8.05(e)(vii) (such Disposition or Involuntary Disposition or prepayment to be applied as set forth in clauses (yiii)(A) and (iii)(C) below). Notwithstanding the foregoing, the Borrower shall not be required to make any prepayment under this Section 2.05(b)(ii)(A) if the Consolidated Total Leverage Ratio for as of the most recently ended Measurement Period, is recent fiscal quarter end prior to such Disposition Prepayment Event with respect to which the Administrative Agent has received the Required Financial Information was equal to or less than 2.00 4.00 to 1.00, 0% 1.00 (calculated as of such date on a Pro Forma Basis after giving effect to the applicable Disposition and any required prepayment pursuant to this Section 2.05(b)(ii)(A) (it being understood that the Borrower shall be deemed to have satisfied its obligations under this Section 2.05(b)(ii)(A) in respect of any Disposition Prepayment Event at such time as it has applied Net Cash Proceeds from to the repayment of outstanding Loans or the prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness in an amount sufficient to cause the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis giving effect to such Disposition and prepayments or Involuntary Disposition; providedpurchases, however, to be equal to or less than 4.00 to 1.00 (it being understood that so long as no Event pending such application of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied the prepayment or purchase (Aand concurrent retirement) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of other Prepayable Indebtedness, the Borrower is equal to or greater than $2,000,000 and may (Bx) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of deposit such Net Cash Proceeds in like assets a deposit account of the general type used Borrower maintained with Bank of America or (y) temporarily reduce Permitted Receivables Financings or repay Revolving Loans, in each case, pending the business final application thereof to a prepayment or purchase (and concurrent retirement) of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations other Prepayable Indebtedness in accordance with the terms definition of this Section 2.05(b“Applicable Prepayment Date”)).

Dispositions and Involuntary Dispositions. The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Term Loan and thereafter, all other Obligations as hereinafter provided, in an aggregate amount equal to one hundred percent (x100%) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such of any Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from each such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required prepayment to be so applied as set forth in clause (Avii) until below) excluding the aggregate amount proceeds of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater Dispositions less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (Ba), (b) or (c) of Section 7.05. Notwithstanding the foregoing, if at the election time of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if Proceeds no Default or Event of Default has occurred and is continuing and the Borrower or its Subsidiaries enters into Representative delivers to the Administrative Agent a legally binding commitment certificate, executed by the Borrower Representative’s chief financial officer, that it intends within 365 days after receipt thereof to invest use all of such Net Cash Proceeds within such 365-day periodeither to purchase assets used in the ordinary course of business of the Borrowers and their respective Subsidiaries (other than current assets, it as defined in accordance with GAAP) or to make Capital Expenditures, the BorrowerBorrowers may directly or through one or more of its Subsidiaries so invest use such Net Cash Proceeds within 180 days after in the manner set forth in such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvestedcertificate, provided, that, (A) such Net Cash Proceeds shall be immediately held in a Controlled Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to prepay the Loans and/or Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Collateralize the L/C Obligations in accordance with the terms Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b)) shall not exceed $2,000,000 in any Fiscal Year plus any insurance proceeds received in respect of any Disposition, (C) any assets so acquired shall be subject to the security interests under the Collateral Documents with not less than the same priority as the assets subject to such Disposition or Involuntary Disposition, and (D) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof, (2) the date that is five (5) Business Days after the date on which the Borrower Representative shall have notified the Administrative Agent of the Borrowers’ determination not to purchase such replacement assets with such Net Cash Proceeds, (3) the date on which an Event of Default set forth in Section 9.01(a) occurs, and (4) the date that is five (5) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower Representative during the continuance of any other Event of Default.

Dispositions and Involuntary Dispositions. The Borrower shallExcept to the extent such Disposition or Involuntary Disposition constitutes a Permitted Refranchising Sale or a Disposition described in clause (a), within ten (10b), (c) Business Days or (f) of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, Term Loan in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such of any Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from each such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required prepayment to be so applied as set forth in clause (Avii) until below). Notwithstanding the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) foregoing, if at the election time of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if no Default or Event of Default has occurred and is continuing and Borrower delivers to the Borrower or its Subsidiaries enters into Administrative Agent a legally binding commitment certificate, executed by a Responsible Officer of Borrower, that it intends within 270 days after receipt thereof to invest reinvest such Net Cash Proceeds within such 365-day period, it may directly in assets used or through one or more useful in the business of Borrower and its Subsidiaries so invest (other than Cash Equivalents or other current assets) including to make Capital Expenditures, Borrower may reinvest such Net Cash Proceeds within 180 days after as described in such 365 day period; certificate, provided further that if such Net Cash Proceeds shall have not been so reinvestedthat, (A) such Net Cash Proceeds shall be immediately held in a Controlled Account until such time as such Net Cash Proceeds are used for such reinvestment or required to be applied to prepay the Loans and/or Obligations, as the case may be and (B) any such Net Cash Collateralize Proceeds not so reinvested or committed to be reinvested pursuant to a binding agreement on or before the L/C Obligations earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the terms date that is 270 days (or 360 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 270th day after receipt of this such proceeds) after receipt thereof, (2) the date that is five (5) Business Days after the date on which Borrower shall have notified the Administrative Agent of Borrower’s determination not to reinvest such Net Cash Proceeds, (3) the date on which an Event of Default set forth in Section 2.05(b9.01(a), (f) or (g) occurs, and (4) the date that is two (2) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default.