Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from If any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Loan Party or any of its Restricted SubsidiariesSubsidiaries Disposes of, or suffers an Event of Loss of, any property (other than any Disposition of any property permitted by Sections 7.05(a), (b)(i), (c), (e), (f), (g), (h), (i), (j), (k) or (l)) which results in Net Cash Proceeds in connection with such Disposition or Event of Loss occurring during the Fiscal Year in excess of $2,500,000 in the aggregate for all such Dispositions and Events of Loss, Borrowers shall prepay an aggregate principal amount of Loans equal to such excess Net Cash Proceeds promptly after receipt thereof by such Person; provided thatthat so long as no Event of Default shall have occurred and be continuing (or, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent the only Event of Default that has occurred and is continuing is an Event of Default arising under Section 8.01(a), so long as the Borrowers have paid in full the unpaid amount giving rise to such Event of Default with such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in (such payment, the business “Monetary Default Payment”)), the recipient of the Borrower and its Restricted Subsidiaries within twelve months after receipt of any such Net Cash Proceeds and are thereafter actually reinvested realized in assets used a Disposition or useful Event of Loss described in this Section 2.06(b)(ii) may (x) reinvest the business amount of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period(or, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable were used to an Asset Disposition pay the Monetary Default Payment, the remaining amount of such Net Cash Proceeds) within three hundred sixty-five (365) days of the receipt thereof, in replacement assets of a Foreign Subsidiary so long as kind then used or usable in the Consolidated Total Leverage Ratio calculated on business of such recipient or (y) enter into a Pro Forma Basis binding commitment thereof within said three hundred sixty-five (365) day period and actually reinvests such Net Cash Proceeds within one hundred eighty (180) days after giving effect the last day of said three hundred sixty-five (365) day period; provided that if the recipient does not intend to fully reinvest such Net Cash Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Net Cash Proceeds, Borrowers shall prepay the Loans in an amount equal to such Asset Disposition) is less than Net Cash Proceeds (to the Specified Leverageextent not reinvested or intended to be reinvested within such time period).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Promptly following any Asset Disposition (other than an Excluded Asset Disposition) by a Borrower or any Restricted Subsidiary, the Company shall prepay the Loans in an aggregate amount equal to 100% of the Net Proceeds derived from such Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) such prepayment to the extent that the aggregate amount of such Net Cash Proceeds not reinvested be applied as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiariesin clause (vi) below); provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.10(b)(ii) to the extent that the Company gives prompt written notice to the Administrative Agent that such Net Proceeds are or will be reinvested in assets used or useful in the business of the Borrowers and the Restricted Subsidiaries within twelve (12) months after receipt of such Net Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrowers and the Guarantors within twelve (12) months after receipt of such Net Proceeds by the applicable Credit Party or Subsidiary; provided further that to the extent that such Net Cash Proceeds are not actually reinvested or committed to be in reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrowers and the Restricted Subsidiaries within twelve (12) months after receipt of such Net Proceeds, such Net Proceeds shall (subject to the following proviso) be prepaid in accordance with this Section 2.10(b)(ii) on or before the last day of such twelve (12) month period; provided further that to the extent that such Net Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower Borrowers and its the Restricted Subsidiaries (which agreement is entered into within twelve (12) months after receipt of such Net Cash Proceeds) no prepayment shall be required under this Section 2.10(b)(ii) to the extent that the Company actually reinvests such Net Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower Borrowers and its the Restricted Subsidiaries pursuant to such legally binding agreement within six monthstwenty-four (24) months after receipt of such Net Proceeds by the applicable Credit Party or Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period or actually reinvested within such six twenty-four (24) month period period, as applicable, shall be prepaid in accordance with this Section 4.4(b)(ii2.10(b)(ii) immediately after on or before the expiration last day of such twelve (12) month period or six twenty-four (24) month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplicable.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of prepay the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than by the Borrower or any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Yearits Subsidiaries. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition transaction by such Credit Party the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) no prepayment shall be required under this Section 4.4(b)(iiin connection with Asset Dispositions by the Borrower or any of its Subsidiaries the proceeds of which are reinvested within two hundred seventy (270) to the extent that days after receipt of such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement by the Borrower or any of its Subsidiaries in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Subsidiaries, (B) in connection with Asset Dispositions permitted pursuant to Section 6.6(b) (other than Asset Dispositions permitted pursuant to Sections 6.6(b)(iv) and 6.6(b)(vi)) or (C) in connection with any Asset Disposition to the extent that (I) the Net Cash Proceeds received from such Asset Disposition are equal to or less than $500,000 and are thereafter actually reinvested in assets used or useful in (II) the business aggregate amount of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested of all Asset Dispositions that are excluded from the prepayment requirements pursuant to a legally binding agreement within this clause (C) are equal to or less than $2,500,000 during the term of this Agreement (it being understood that with respect to any Asset Disposition, if the Net Cash Proceeds received from such twelve month period or actually reinvested within Asset Disposition would exceed the thresholds specified in this clause (C), then the amount of the Net Cash Proceeds received from such six month period Asset Disposition in excess thereof shall be prepaid applied in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and clause (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageii)).

Asset Dispositions. The Borrower shall make mandatory principal prepayments Immediately upon receipt by the Borrowers or any Subsidiary of the Term Loans Net Proceeds of any Asset Disposition, the Borrowers shall apply such Net Proceeds in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage prepayment of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toLoans as provided in SECTION 5.11(C); PROVIDED, and in accordance withHOWEVER, clauses (a) through (e) and clause (g) of Section 9.5) that the Borrowers shall be required to make such prepayment only to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 from Asset Dispositions during any Fiscal Year. Such prepayments shall be made within three Business Days after Year exceed, in the date of receipt of aggregate, $300,000 and the Net Cash Proceeds of any Borrowers do not expect such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed proceeds to be reinvested pursuant to within 180 days in productive assets of a legally binding agreement in assets kind then used or useful useable in the business of the Borrower Borrowers and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and that are thereafter actually reinvested not subject to any Lien other than in assets used or useful in the business favor of the Borrower and its Restricted Subsidiaries within six monthsAdministrative Agent, for the benefit of the Lenders; provided further and, PROVIDED FURTHER, that any portion Net Proceeds of such Net Cash Proceeds not committed the sale of the assets constituting the Southern Wood business up to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period $4,000,000 shall be prepaid applied to repay the Loans in accordance with SECTION 5.11(C) and any such Net Proceeds in excess of $4,000,000 may be so applied or reinvested as contemplated in this Section 4.4(b)(ii) immediately after SECTION 5.11(B)(I)(A). If the expiration Borrowers anticipate reinvestment of Net Proceeds then the Borrowers shall deposit such Net Proceeds with the Administrative Agent to be held as Cash Collateral. Upon the Borrowers' reinvestment of such twelve or six month periodproceeds as described above, the Administrative Agent shall release its Security Interest in such Cash Collateral in respect of the reinvested funds. To the extent that the Borrowers fail to reinvest such proceeds within 180 days as applicable provided above, the Borrowers authorize and direct the Administrative Agent to apply the amount of the Cash Collateral (Bin excess of $300,000 in any Fiscal Year) no prepayment shall be required under this Section 4.4(b)(ii) in respect of the unreinvested amount to the extent such Net Cash Proceeds are attributable to an Asset Disposition prepayment of a Foreign Subsidiary so long the Loans as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageprovided in SECTION 5.11(C).

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments any Asset Disposition other than an Excluded Asset Disposition unless (a) at least 75% of the Term Loans consideration paid in connection therewith shall consist of cash or Cash Equivalents, (b) such transaction does not involve the manner set sale or other disposition of a minority equity interest in any Consolidated Party, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to or generated by other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) the aggregate tangible net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed $15,000,000, (e) if the aggregate net book value of the assets being sold or otherwise disposed of by the Consolidated Parties in such transaction exceeds $2,000,000, a certificate of an Executive Officer of the Borrower specifying the anticipated date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in clause connection with such Asset Disposition and (vf) below in amounts the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition (with respect to any such Asset Disposition, the “Application Period”), apply (or cause to be applied) an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any of such Asset Disposition to (other than any Asset Disposition permitted pursuant to, i) make Eligible Reinvestments or (ii) prepay the Loans (and Cash Collateralize the LOC Obligations) in accordance with, clauses (a) through (e) and clause (g) with the terms of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year3.3(b)(iii)(A). Such prepayments shall be made within three Business Days after the date of receipt Pending final application of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any in accordance with the terms of its Restricted Subsidiaries; provided thatSection 3.3(b)(iii)(A), (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Consolidated Parties may apply such Net Cash Proceeds are committed to be reinvested pursuant temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a legally binding agreement in sale of assets used or useful in the business sale of the Borrower and its Restricted Subsidiaries within twelve months after receipt Capital Stock of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Administrative Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as the Administrative Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than Party from all of its obligations, if any, under the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (viv) below in amounts equal to the Asset Sale Prepayment Percentage 100% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 25,000,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Following any Asset Disposition (or related series of Asset Dispositions) or receipt by the Borrower or any Restricted Subsidiary of Extraordinary Receipts, the Borrower shall make mandatory principal prepayments prepay the Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Term Loans in the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) or such Extraordinary Receipts (such prepayment to be applied as set forth in clause (vvii) below in amounts equal to the Asset Sale Prepayment Percentage below) within five (5) Business Days of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toreceipt thereof; provided, however, that, so long as no Event of Default has occurred and in accordance withis continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds shall not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds are committed to be reinvested pursuant restore, rebuild, repair, construct, improve, replace, refurbish, remodel, refresh, renovate or otherwise acquire assets (other than inventory) (and pay transaction expenses associated therewith) useful to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, including pursuant to a Permitted Acquisition or a third party investment, and such reinvestment is consummated within twelve months after 365 days of the receipt of such Net Cash Proceeds and are or the subject of a binding written agreement with a third party entered into such 365-day period which is consummated with 180 days after the end of such 365-day period, it being expressly agreed that Net Cash Proceeds not so reinvested shall be applied to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter actually reinvested (such prepayment to be applied as set forth in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsclause (vii) below); provided further that any portion a prepayment of such Net the Loans and/or Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period Collateralization the LOC Obligations shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall only be required under this Section 4.4(b)(ii2.7(b)(ii) if the amount of such prepayment for any fiscal year exceeds $7.5 million (and, in such case, only the amount by which such prepayment amount for such fiscal year exceeds $7.5 million shall be required to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragebe prepaid hereunder).

Asset Dispositions. The Borrower shall make mandatory principal prepayments Promptly (but no later than three (3) Business Days) upon receipt by any Credit Party of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds in excess of $200,000, in the aggregate, from any Asset Disposition (other than any Asset Disposition permitted pursuant toasset dispositions of Collateral, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) the Borrowers shall pay to the extent that the aggregate amount Administrative Agent 100% of such Net Cash Proceeds not reinvested so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans as set forth in Section 2.02(b)(vi) below exceeds $62,500,000 during and any Fiscal Year. Such prepayments shall be made within three Business Days after accrued interest thereon and (y) to pay the date applicable Early Termination Fee and (ii) following the occurrence and continuance of receipt an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds realized under an asset disposition described in this Section 2.02(b)(i), at the election of any the Borrowers (pursuant to a notice in writing by the Borrower Representative to the Administrative Agent on or prior to the date on which such Asset Disposition by prepayment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may reinvest all or any portion of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in operating assets or other assets used or useful in the business of the Borrower and its Restricted Subsidiaries Credit Parties, in each case, other than a reinvestment in cash assets, so long as such reinvestment occurs within twelve months 180 days after the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthsProceeds; provided further provided, further, however, that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period as set forth herein above, shall be prepaid applied to the prepayments of the Obligations as set forth in accordance with this Section 4.4(b)(ii2.02(b)(i) immediately after at the expiration end of such twelve or six month period180 day period and provided further, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) however, that with respect to the extent such any Net Cash Proceeds are attributable to realized under an Asset Disposition asset disposition described in this Section 2.02(b)(i) as a result of a Foreign Subsidiary so long as Wind-Down Event, the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect requirements of this Section 2.02(b)(i) shall only apply to that portion of the aggregate Net Cash Proceeds from all such Asset Disposition) is less than the Specified Leverageasset dispositions in excess of $2,200,000.

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions) in excess of $5,000,000 in the aggregate during any fiscal year, the Borrower shall make mandatory principal prepayments prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Term Loans in the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage below); provided, however, that, so long as no Default or Event of the aggregate Default has occurred and is continuing, such Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) shall not be required to be so applied to the extent that the Borrower (A) deposits such Net Cash Proceeds in the CCF Account; provided that, so long as the Consolidated Senior Secured Leverage Ratio is equal to or greater than 2.5 to 1.0, the aggregate amount of Net Cash Proceeds deposited in any fiscal year shall not exceed the sum of $10,000,000 plus any amount of such limit from the immediately preceding fiscal year which is unused or (B) delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after to acquire assets useful to the date of receipt business of the Net Cash Proceeds Credit Parties (which assets do not need to be of any such Asset Disposition by such Credit Party the same type as the assets sold or any otherwise disposed of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that generate such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in the extent the new assets used or useful in the business constitute Collateral) within 365 days of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used (or useful in the business within 730 days for any portion of the Borrower and its Restricted Subsidiaries proceeds that are used to finance the construction of a Vessel, but only to the extent that construction of such Vessel has begun or a contract therefor has been entered into within six months; provided further that any portion 365 days of the receipt of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month periodProceeds), as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such it being expressly agreed that Net Cash Proceeds are attributable not so reinvested shall be applied to an Asset Disposition of a Foreign Subsidiary so long prepay the Loans and/or cash collateralize the LOC Obligations immediately thereafter (such prepayment to be applied as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis set forth in clause (after giving effect to such Asset Dispositionv) is less than the Specified Leveragebelow).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts an aggregate amount equal to the Asset Sale Prepayment Percentage HGC Facility Share of the aggregate Net Cash Proceeds from any Asset Disposition (other than by the Borrower or any Asset Disposition permitted pursuant to, of its Subsidiaries; provided that no such prepayment shall be required for so long as a TGC Dividend Block Event shall have occurred and in accordance with, clauses (a) through (e) and clause (g) be continuing. Any mandatory principal prepayments of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments Loans shall be made within three 3 Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party the Borrower or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.4(b)(i) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months180 days after receipt of such Net Cash Proceeds by the Borrower or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month 180-day period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month period180-day period unless such portion is committed to be reinvested, as applicable and (B) no prepayment in which case such 180-day period shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to extended for an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageadditional 180-day period.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (eg) and clause (gn) of Section 9.5) 9.5 to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 2,000,000 during any Fiscal Year. Such prepayments shall be made within three five (5) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, so long as (Ai) no Default or Event of Default has occurred and is continuing and (ii) the Total Lease Adjusted Leverage Ratio is less than or equal to 4.50 to 1.00 as of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 8.1, no prepayment shall be required under this Section 4.4(b)(ii4.5(b)(ii) to the extent that such Net Cash Proceeds are reinvested in assets used or useful in the business of Holdings and its Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary or committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower Holdings and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower Holdings and its Restricted Subsidiaries within six monthseighteen (18) months after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period or actually reinvested within such six eighteen (18) month period shall be prepaid in accordance with this Section 4.4(b)(ii4.5(b)(ii) immediately after on or before the expiration last day of such twelve or six eighteen (18) month period; provided further, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) that to the extent such Net Cash Proceeds are attributable the Total Lease Adjusted Leverage Ratio exceeds 4.50 to an 1.00 as of the end of any Fiscal Quarter occurring after any relevant Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect but prior to such Asset Dispositionactual reinvestment, any amounts not so reinvested shall be applied as a mandatory prepayment in the manner set forth in clause (v) is less than below within five (5) Business Days of delivery of the Specified Leveragefinancial statements pursuant to Section 8.1 for such Fiscal Quarter.

Asset Dispositions. The Borrower With respect to any Asset Dispositions, to the extent the Consolidated Total Net Leverage Ratio is greater than 2.50 to 1.00 after giving effect to such Asset Disposition on a pro forma basis as of the end of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.1 and to the extent the aggregate amount of the proceeds of such Asset Dispositions received by the Parent and its Subsidiaries in any Fiscal Year exceeds $3,000,000, the Borrowers shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause ), (g) or (h) of Section 9.5) to the extent that the aggregate amount in excess of such $3,000,000 amount; provided that such mandatory prepayment shall not be required to exceed the amount such that, after giving effect to such prepayment, the Consolidated Total Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal YearLeverage Ratio calculated on a pro forma basis is less than or equal to 2.50 to 1.00. Such prepayments shall be made within three five (5) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party Borrower or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that such Net Cash Proceeds are reinvested or committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower Borrowers and its Restricted their Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and and, if so committed to be reinvested, are thereafter actually reinvested in assets used or useful in the business of the Borrower Borrowers and its Restricted their Subsidiaries within six months(6) months after the end of such twelve (12) month period; provided further that any portion of such Net Cash Proceeds not reinvested or committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period or or, if so committed to be reinvested, actually reinvested within such six (6) month period shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b)(iii) immediately after on or before the expiration last day of such twelve (12) month or six (6) month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplicable.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year11.5). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) other than with respect to the Net Cash Proceeds of the Pearland Sale-Leaseback and [***], so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve nine (9) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthstwelve (12) months after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve nine (9) month period or actually reinvested within such six twelve (12) month period shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b)(iii) immediately after on or before the expiration last day of such twelve or six month applicable period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.”

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (ed) and clause (gf) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 4,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that such Net Cash Proceeds are either (A) reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within twelve (12) months following receipt thereof or (B) committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months(6) months after the date of such commitment; provided further that any portion of such Net Cash Proceeds not actually used or committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period or (and actually reinvested within six (6) months after such six month period commitment) shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b)(iii) immediately after on or before the expiration last day of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (vvi) below in amounts an amount equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses by paragraphs (a) through ), (eb), (c), (d), (f), (g), (h), (i), (j), (k)(ii), (l) and clause (gn) of Section 9.5) to the extent by any Credit Party or any of its Subsidiaries that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 1,000,000 during any Fiscal Yearfiscal year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the such excess Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that (x) such excess Net Cash Proceeds are reinvested in assets used or useful in the business of the Borrower and its Subsidiaries within six (6) months after receipt of such excess Net Cash Proceeds or (y) such excess Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve six (6) months after the receipt of such excess Net Cash Proceeds and are thereafter actually reinvested by such Credit Party or such Subsidiary in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion twelve (12) months of the date of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageagreement.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toF.Y.I. shall, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three two Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party each day on which it or any of its Restricted Subsidiaries; provided thatSubsidiaries receives any Net Proceeds from an Asset Disposition, pay to the Agent, as a prepayment of the Loans, an aggregate amount equal to 100% of the Net Proceeds from such Asset Disposition. Notwithstanding the foregoing, no such prepayment will be required pursuant to this Section 2.7(a) (i) from the Net Proceeds from any single Asset Disposition of used equipment if such Net Proceeds are $250,000 or less and are fully re-invested in equipment used in the ordinary course of the business of the Person making such Asset Disposition within 180 days of such Asset Disposition, so long as the Net Proceeds from all such Asset Dispositions in any one calendar year do not exceed $250,000, (Aii) no prepayment shall be required under this Section 4.4(b)(ii) from the Net Proceeds of any expropriation or condemnation of real Property if and to the extent that such Net Cash Proceeds are committed are, as a result of such expropriation or condemnation, re-invested in similar real Property or used to be reinvested pursuant to a legally binding agreement modify other then-existing real Property used in assets used or useful in the ordinary course of the business of the Borrower and its Restricted Subsidiaries Person whose real Property is affected thereby within twelve months after 180 days of receipt of proceeds of such expropriation or condemnation or (iii) until the cumulative Net Cash Proceeds and are thereafter actually reinvested in received at any time from all Asset Dispositions made on or after December 31, 1997 exceeds 15% of F.Y.I.'s consolidated tangible net assets used or useful in the business as of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion date of such Net Cash Proceeds not committed to be reinvested pursuant to Asset Disposition (in which case a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be made in the amount of the Net Proceeds from any Asset Disposition in excess of such amount, or if, as of the date of determination, cumulative Net Proceeds from prior Asset Dispositions exceed 15% of F.Y.I.'s consolidated tangible net assets, F.Y.I. shall pay to the Agent, as a prepayment of the Loans, in addition to 100% of the Net Proceeds from such Asset Disposition, the amount of such cumulative Net Proceeds from prior Asset Dispositions in excess of 15% of F.Y.I.'s consolidated tangible net assets). Notwithstanding the foregoing, in connection with any Asset Disposition consisting of the disposition of assets acquired in a Permitted Acquisition, to the extent that the disposition of such assets was contemplated and disclosed to the Lenders at the time of the consummation of the Permitted Acquisition in which the assets were acquired, and if such Asset Disposition occurs within one year of the closing of the Permitted Acquisition, the prepayment required under this Section 4.4(b)(ii2.7(a) shall be limited to the extent such lesser of 100% of the Net Cash Proceeds are attributable to an of the Asset Disposition or an amount equal to the principal amount of a Foreign Subsidiary so long as any Loans advanced in connection with the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeveragePermitted Acquisition.

Asset Dispositions. The If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Term Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of $100,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the manner $100,000,000 threshold set forth in clause (viii) below below) in amounts equal to the Asset Sale Prepayment Percentage of the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Asset Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (other than any Asset Disposition permitted pursuant toas notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and in accordance withso long as no Event of Default shall have occurred and be continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Term Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than (x) any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (gn) of Section 9.57.5 and (y) any Asset Disposition of ABL Priority Collateral (which, for the avoidance of doubt, shall include assets of Foreign Subsidiaries that are collateral for the ABL Debt), the proceeds of which are used to prepay the ABL Debt or cash collateralize undrawn letters of credit thereunder) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 25,000,000 during any Fiscal Year. Such prepayments shall be made within three five (5) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower Company and its Restricted Subsidiaries Subsidiaries, including any Permitted Acquisition, within six months365 days after receipt of such Net Cash Proceeds by such Credit Party or such Restricted Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month 365-day period shall be prepaid in accordance with this Section 4.4(b)(ii2.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month 365-day period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause No later than three (v3) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of by any such Asset Disposition by such Credit Party or any of its Restricted SubsidiariesSubsidiaries of proceeds from any Asset Disposition (or related series of Asset Dispositions), the Borrowers shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vii) below); provided provided, however, that, (A) so long as no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Default or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent (I) the Company delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds to reinvest in replacement assets or other assets useful to the business of the Credit Parties, (II) the applicable Credit Party commits, pursuant to an agreement entered into within 365 days after such Asset Disposition and binding on the Credit Parties or a letter of intent, to reinvest such proceeds, and (III) such proceeds are so reinvested within 180 days after such commitment, it being agreed that Net Cash Proceeds not so reinvested or committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid applied to prepay the Loans and/or cash collateralize the LOC Obligations immediately thereafter in accordance with this Section 4.4(b)(iiclause (vii) immediately after the expiration of such twelve or six month periodbelow, as applicable and (B) no prepayment the Borrowers shall be required under to apply the Net Cash Proceeds of such Asset Disposition to prepay the Loans and/or cash collateralize the LOC Obligations pursuant to this Section 4.4(b)(iiclause (iii) only to the extent such Net Cash Proceeds are attributable necessary to an Asset Disposition of a Foreign Subsidiary so long as cause the Consolidated Total Leverage Ratio calculated as of the most recently ended fiscal quarter of Holdco (determined on a Pro Forma Basis (after giving effect to such Asset DispositionDisposition and the application of the proceeds thereof) is to be less than the Specified Leverageor equal to 6.25 to 1.0.

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall make mandatory principal prepayments prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Term Loans in the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vvii) below in amounts equal to the Asset Sale Prepayment Percentage below); provided, however, that, so long as no Default or Event of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toDefault has occurred and is continuing, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds shall not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in the business of the Borrower and its Restricted Subsidiaries Credit Parties within twelve months after 365 days of the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further Proceeds, it being expressly agreed that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually so reinvested within such six month time period shall be prepaid in accordance with this Section 4.4(b)(ii) applied to prepay the Loans and/or cash collateralize the LOC Obligations immediately after upon the expiration of such twelve or six month period365 day period (such prepayment to be applied as set forth in clause (vii) below). Promptly following any Facility Disposition, as applicable and (B) no prepayment the Borrower shall prepay the Loans in an amount necessary so that the Credit Parties shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated in compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.15 hereof, recalculated as of the end of the most recently ended fiscal quarter for which financial statements are available (after giving effect such prepayment to such Asset be applied as set forth in clause (vii) below, provided, that notwithstanding anything to the contrary in clause (vii) below or otherwise, the Borrower shall not be required to reduce the Swingline Committed Amount by the amount of proceeds of a Facility Disposition used to repay Swingline Loans pursuant to this sentence, shall not be required to reduce Revolving Committed Amount by the amount proceeds of a Facility Disposition used to repay Revolving Loans pursuant to this sentence and shall not be required to cash collateralize the LOC Obligations with proceeds of a Facility Disposition) is less than the Specified Leverage).

Asset Dispositions. The If the Borrower or any of its Subsidiaries sells or otherwise disposes of any assets (other than the sale of inventory and motor vehicles in the ordinary course of the Borrower’s business, sales of assets between Credit Parties and the sale or disposition of obsolete or worn-out equipment), or if any Collateral or other assets of the Borrower or its Subsidiaries is taken by condemnation or other governmental taking, then in each case the Borrower shall make mandatory principal prepayments pay to the Administrative Agent for the account of the Term Lenders and the lenders under the 5-Year Credit Agreement, as a mandatory prepayment of the Loans and the loans under the 5-Year Credit Agreement (in the manner set forth in clause (v) below in amounts below), a sum equal to the Asset Sale Applicable Prepayment Percentage of the aggregate Net Cash Proceeds net proceeds received by the Borrower or Subsidiary from such sale or condemnation; provided, however, that (i) the Borrower shall not be obligated to remit the first Applicable Retention Amount of any Asset Disposition (other than any Asset Disposition permitted pursuant to, and such proceeds received in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments , and (ii) the Borrower shall not be made within three Business Days after the date of receipt of the Net Cash Proceeds of obligated to remit any such Asset Disposition by proceeds to the Administrative Agent if, prior to such Credit Party sale or any condemnation, the Borrower gives the Administrative Agent written notice that the Borrower intends to use such proceeds to purchase replacement assets of its Restricted Subsidiaries; provided thata similar type within sixty (60) days thereafter (such notice to specify in reasonable detail the nature and specifics of such replacement purchase) and such proceeds are in fact used within such time period to purchase such replacement assets. As used herein, (A) no prepayment “Applicable Prepayment Percentage” means (i) 100% until the Aggregate Combined Commitment shall be required under this Section 4.4(b)(iihave been reduced (other than pursuant to Article VII) to the extent that such Net Cash Proceeds are committed an amount equal to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower less than $325,000,000 and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are (ii) 50% thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment “Applicable Retention Amount” means (i) $10,000,000 until the Aggregate Combined Commitment shall be required under this Section 4.4(b)(iihave been reduced (other than pursuant to Article VII) to the extent such Net Cash Proceeds are attributable an amount equal to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is or less than the Specified Leverage$325,000,000 and (ii) $50,000,000 thereafter.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause No later than three (v3) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of by any such Asset Disposition by such Credit Party or any of its Restricted SubsidiariesSubsidiaries of proceeds from any Asset Disposition (or related series of Asset Dispositions), the Borrowers shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vii) below); provided provided, however, that, (A) so long as no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Default or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent (I) the Company delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds to reinvest in replacement assets or other assets useful to the business of the Credit Parties, (II) the applicable Credit Party commits, pursuant to an agreement entered into within 365 days after such Asset Disposition and binding on the Credit Parties or a letter of intent, to reinvest such proceeds, and (III) such proceeds are so reinvested within 180 days after such commitment, it being agreed that Net Cash Proceeds not so reinvested or committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid applied to prepay the Loans and/or cash collateralize the LOC Obligations immediately thereafter in accordance with this Section 4.4(b)(iiclause (vii) immediately after the expiration of such twelve or six month periodbelow, as applicable and (B) no prepayment the Borrowers shall be required under to apply the Net Cash Proceeds of such Asset Disposition to prepay the Loans and/or cash collateralize the LOC Obligations pursuant to this Section 4.4(b)(iiclause (iii) only to the extent such Net Cash Proceeds are attributable necessary to an Asset Disposition of a Foreign Subsidiary so long as cause the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect Credit Parties to such Asset Disposition) is less than be in compliance with the Specified LeverageSenior Secured Incurrence Test.

Asset Dispositions. The Borrower shall make mandatory principal prepayments apply the Asset Disposition Required Percentage of the Net Cash Proceeds to prepay Term Loans in within five (5) Business Days following actual receipt of Net Cash Proceeds; provided that notwithstanding the manner set forth in clause foregoing, (vi) below in amounts equal the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale Prepayment Percentage of Disposition pursuant to this Section 4.2(a) if the aggregate Net Cash Proceeds from in any Fiscal Year in respect of all Asset Disposition Dispositions exceeds $250,000,000; and (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5ii) to the extent such aggregate Net Cash Proceeds do not exceed $250,000,000 in any Fiscal Year, then the Borrower and the Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Disposition (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the aggregate portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be made allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within three ten (10) Business Days after the date of receipt of such rejection) be applied to prepay the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Term Loans in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and terms hereof (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable would otherwise have been required to an Asset Disposition of a Foreign Subsidiary be so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to applied if such Asset Disposition) is less than the Specified LeverageOther Applicable Indebtedness was not then outstanding).

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other including, without limitation, any Sale and Leaseback Transaction) unless no later than any the date of consummation of such Asset Disposition permitted pursuant toDisposition, the Administrative Agent shall have received a certificate of an officer of the Borrower briefly describing the assets sold or otherwise disposed of, and in accordance withsetting forth the net book value of such assets, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such consideration and Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments received for such assets in connection with such Asset Disposition, and the Credit Parties shall be made within three Business Days after on the date of receipt the consummation of such Asset Disposition, apply (or cause to be applied) an amount equal to the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, to prepay the Loans (Aand to cash collateralize the LOC Obligations) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this the terms of Section 4.4(b)(ii3.3(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (Biii) (except as expressly provided therein). Notwithstanding the foregoing, the Borrower agrees that it shall not sell a Borrowing Base Property unless each of the following conditions is satisfied: (i) no prepayment shall be required under this Section 4.4(b)(iiDefault or Event of Default exists, (ii) such Borrowing Base Property is sold pursuant to the extent terms and conditions of an arms length contract and on terms reasonably satisfactory to the Administrative Agent, (iii) either (a) the Borrower replaces such Net Cash Proceeds are attributable Borrowing Base Property with a substitute Borrowing Base Property acceptable to an Asset Disposition the Lenders or (b) the Obligations outstanding shall not exceed the lesser of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Aggregate Committed Amount and the Borrowing Base after giving effect to such Asset Dispositiondisposition and (iv) is less than after giving effect to such disposition, on a pro forma basis as if such disposition had occurred on the Specified Leverage.first day of the twelve month period ending on the last day of the Borrower's most recently completed fiscal quarter, the Consolidated Parties would have been in compliance with all the financial covenants set forth in Section 7.11. 102 103

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (viv) below in amounts equal to the Asset Sale Prepayment Percentage 100% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 25,000,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The If the Borrower or any of its Subsidiaries sells or otherwise disposes of any assets (other than the sale of inventory and motor vehicles in the ordinary course of the Borrower’s business, sales of assets between Credit Parties and the sale or disposition of obsolete or worn-out equipment), or if any Collateral or other assets of the Borrower or its Subsidiaries is taken by condemnation or other governmental taking, then in each case the Borrower shall make mandatory principal prepayments pay to the Administrative Agent for the account of the Term Lenders and the lenders under the 364-Day Credit Agreement, as a mandatory prepayment of the Loans and the loans under the 364-Day Credit Agreement (in the manner set forth in clause (v) below in amounts below), a sum equal to the Asset Sale Applicable Prepayment Percentage of the aggregate Net Cash Proceeds net proceeds received by the Borrower or Subsidiary from such sale or condemnation; provided, however, that (i) the Borrower shall not be obligated to remit the first Applicable Retention Amount of any Asset Disposition (other than any Asset Disposition permitted pursuant to, and such proceeds received in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments , and (ii) the Borrower shall not be made within three Business Days after the date of receipt of the Net Cash Proceeds of obligated to remit any such Asset Disposition by proceeds to the Administrative Agent if, prior to such Credit Party sale or any condemnation, the Borrower gives the Administrative Agent written notice that the Borrower intends to use such proceeds to purchase replacement assets of its Restricted Subsidiaries; provided thata similar type within sixty (60) days thereafter (such notice to specify in reasonable detail the nature and specifics of such replacement purchase) and such proceeds are in fact used within such time period to purchase such replacement assets. As used herein, (A) no prepayment “Applicable Prepayment Percentage” means (i) 100% until the Aggregate Combined Commitment shall be required under this Section 4.4(b)(iihave been reduced (other than pursuant to Article VII) to the extent that such Net Cash Proceeds are committed an amount equal to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower less than $325,000,000 and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are (ii) 50% thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment “Applicable Retention Amount” means (i) $10,000,000 until the Aggregate Combined Commitment shall be required under this Section 4.4(b)(iihave been reduced (other than pursuant to Article VII) to the extent such Net Cash Proceeds are attributable an amount equal to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is or less than the Specified Leverage$325,000,000 and (ii) $50,000,000 thereafter.

Asset Dispositions. The Borrower shall Credit Parties will not permit any Consolidated Party to make mandatory principal prepayments any Asset Disposition other than an Excluded Asset Disposition and dispositions pursuant to any casualty or condemnation event (so long as clause (e) below is satisfied with respect to such event), unless (a) at least 75% of the Term Loans consideration paid in connection therewith shall consist of cash or Cash Equivalents, (b) such transaction does not involve the manner set forth sale or other disposition of a minority equity interest in clause any Consolidated Party, (vc) below such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to or generated by other Property concurrently being disposed of in amounts a transaction otherwise permitted under this Section 8.5, (d) the aggregate tangible net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed the greater of $35,000,000 and 10% of Consolidated EBITDA for the four fiscal‑quarter period ending as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, and (e) the Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition (with respect to any such Asset Disposition, the “Application Period”), apply (or cause to be applied) an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any of such Asset Disposition to (other than any Asset Disposition permitted pursuant to, i) make Eligible Reinvestments or (ii) prepay the Loans (and Cash Collateralize the LOC Obligations) in accordance with, clauses (a) through (e) and clause (g) with the terms of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year3.3(b)(iii). Such prepayments shall be made within three Business Days after the date of receipt Pending final application of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any in accordance with the terms of its Restricted Subsidiaries; provided thatSection 3.3(b)(iii), (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that Consolidated Parties may apply such Net Cash Proceeds are committed to be reinvested pursuant temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a legally binding agreement in sale of assets used or useful in the business sale of the Borrower and its Restricted Subsidiaries within twelve months after receipt Capital Stock of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with Consolidated Party permitted by this Section 4.4(b)(ii) immediately after 8.5, the expiration of such twelve or six month period, as applicable and Administrative Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such Net Cash Proceeds are attributable documentation as is reasonably necessary to an Asset Disposition evidence the release of a Foreign Subsidiary so long as the Administrative Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than Party from all of its obligations, if any, under the Specified LeverageCredit Documents.

Asset Dispositions. The Borrower shall make mandatory principal prepayments prepay the Loans and cash collateralize the outstanding LOC Obligations in an aggregate amount equal to 100% of the Term Loans Net Cash Proceeds derived from Asset Dispositions during any fiscal year in the manner excess of $500,000 (such prepayment to be applied as set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage below); provided, however, that, so long as no Default or Event of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toDefault has occurred and is continuing, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds shall not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after required to be so applied to the date of receipt of extent the Net Cash Proceeds of any Borrower delivers to the Administrative Agent promptly following such Asset Disposition by such Credit Party a certificate stating that it or the Company or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) Subsidiary intends to the extent that use such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in acquire like assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after 180 days of the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further Proceeds, it being expressly agreed that any portion of such Net Cash Proceeds not committed so reinvested shall be applied to prepay the Loans and cash collateralize the outstanding LOC Obligations immediately thereafter (such prepayment to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid applied as set forth in accordance with this Section 4.4(b)(iiclause (vi) immediately after the expiration of such twelve or six month periodbelow); provided, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) further that, notwithstanding anything herein to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (contrary, if after giving effect to such Asset Disposition) Disposition on a Pro Forma Basis, the Leverage Ratio of the Credit Parties and their Subsidiaries is higher than the Leverage Ratio of the Credit Parties and their Subsidiaries immediately prior to such Asset Disposition (the “Prior Leverage Ratio”), the Borrower shall immediately prepay the Loans and cash collateralize the outstanding LOC Obligations in an aggregate amount to cause the Leverage Ratio of the Credit Parties and their Subsidiaries to be equal to or less than the Specified Leverage.Prior Leverage Ratio;

Asset Dispositions. The If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Term Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of the Disposition Threshold Amount then in effect ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the Disposition Threshold Amount pursuant to clause (iii) below) in the manner aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below in amounts equal below); provided that, with respect to the Asset Sale Prepayment Percentage of the aggregate any Net Cash Proceeds from any Asset realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (other than any Asset Disposition permitted pursuant toas notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and in accordance withso long as no Event of Default shall have occurred and be continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Term Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The Within three (3) Business Days following the receipt by any Borrower shall make mandatory principal prepayments or any Guarantor of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toDisposition, and Borrowers shall prepay the Loans in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the an aggregate amount equal to 100% of such Net Cash Proceeds not reinvested derived from such Asset Disposition (such prepayment to be applied as set forth below exceeds $62,500,000 during in clause (vi) below); provided, however, in connection with any Fiscal Year. Such prepayments shall be made within three Business Days after the date Asset Disposition, so long as no Default or Event of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatDefault then exists, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed shall not be required to be reinvested so applied to the extent Borrowers indicate in the compliance certificate required to be delivered pursuant to section 9.6(d)(v) that a legally binding agreement Borrower or a Guarantor intends to use such Net Cash Proceeds to acquire fixed or capital assets in assets used or useful in the business replacement of the Borrower and its Restricted Subsidiaries within twelve months after disposed assets (A) one year of the receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful (B) in the business event a commitment to reinvest such Net Cash Proceeds has been entered into during the one year referred to in clause (A) above, 18 months of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not committed to be so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid applied to repay the Loans immediately thereafter; provided further, in accordance with this Section 4.4(b)(ii) immediately after the expiration case of the Net Cash Proceeds relating to the disposition of any ABL Priority Collateral, such twelve or six month period, as applicable and (B) no prepayment Net Cash Proceeds shall only be required under this Section 4.4(b)(ii) to prepay the Loans hereunder to the extent such Net Cash Proceeds proceeds are attributable not required to an Asset Disposition of a Foreign Subsidiary prepay the ABL Obligations pursuant to the ABL Credit Agreement (and are so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplied).

Asset Dispositions. The If the Borrower or any of its Subsidiaries (excluding any Project Finance Subsidiaries) Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of $50,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the manner $50,000,000 threshold set forth in clause (viii) below below) in amounts equal to the Asset Sale Prepayment Percentage of the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Asset Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Subsidiary (other than a Project Finance Subsidiary) may reinvest all or any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (vvi) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year11.5). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) other than with respect to the Net Cash Proceeds of the Pearland Sale-Leaseback, the Endotek Sale and any Permitted Equipment Sale-Leaseback Transaction, so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.4(b)(iii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve nine (9) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthstwelve (12) months after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve nine (9) month period or actually reinvested within such six twelve (12) month period shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b)(iii) immediately after on or before the expiration last day of such twelve or six month applicable period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.”

Asset Dispositions. The Borrower shall make mandatory principal prepayments apply the Asset Disposition Required Percentage of the Net Cash Proceeds to prepay Term Loans in within five (5) Business Days following actual receipt of Net Cash Proceeds; provided that notwithstanding the manner set forth in clause foregoing, (vi) below in amounts equal the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale Prepayment Percentage of Disposition pursuant to this Section 4.2(a) if the aggregate Net Cash Proceeds from in any Fiscal Year in respect of all Asset Disposition Dispositions exceeds $250,000,000; and (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5ii) to the extent such aggregate Net Cash Proceeds do not exceed $250,000,000 in any Fiscal Year, then the Borrower and the Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Disposition (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the aggregate portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be made allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within three ten (10) Business Days after the date of receipt of such rejection) be applied to prepay the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid Term Loans in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and terms hereof (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.49 [[6024167]]

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall make mandatory principal prepayments of prepay the Term Loans in an aggregate amount equal to the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vviii) below in amounts equal to below); provided that (A) the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Asset Dispositions in any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) fiscal year shall not be required to the extent that be so applied until the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds is equal to or greater than $62,500,000 during any Fiscal Year. Such prepayments 1,000,000 for such fiscal year, (B) the Borrower shall be made within three Business Days after the date permitted to reinvest up to $10,000,000 of receipt of the Net Cash Proceeds received from Asset Dispositions in the aggregate in fixed or capital assets so long as (1) no Default or Event of any Default shall have occurred and be continuing at the time of such Asset Disposition by and at the time of such Credit Party or any of its Restricted Subsidiaries; provided thatreinvestment, (A2) no prepayment shall be required under this Section 4.4(b)(ii) before or promptly after such Asset Disposition, the Borrower delivers to the extent Administrative Agent a certificate stating that such Net Cash Proceeds are committed to will be reinvested pursuant to a legally binding agreement in assets used or useful in accordance with the business terms of this Section 2.8(b)(iii) and (3) such reinvestments occurs within 365 days of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds Proceeds, and are thereafter actually reinvested in assets used or useful in the business of (C) with respect to any Permitted Real Estate Sale, the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such shall not be required to prepay Loans with the Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within from such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) Permitted Real Estate Sale to the extent such Net Cash Proceeds are attributable the Loan to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (Value Test is satisfied after giving effect to such Asset Disposition) is less than the Specified LeveragePermitted Real Estate Sale.

Asset Dispositions. The Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall make mandatory principal prepayments of prepay the Term Loans in an aggregate amount equal to the manner Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vvi) below in amounts equal to below); provided that (I) the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from Asset Dispositions in any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) fiscal year shall not be required to the extent that be so applied until the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds is equal to or greater than $62,500,000 during any Fiscal Year. Such prepayments 10,000,000 for such fiscal year and (II) the Borrower shall be made within three Business Days after the date of receipt permitted to reinvest all or any portion of the Net Cash Proceeds received from Asset Dispositions in fixed or capital assets or otherwise reinvest such Net Cash Proceeds in Permitted Acquisitions and Permitted Investments, so long as (w) no Default or Event of any Default shall have occurred and be continuing at the time of such Asset Disposition by and at the time of such Credit Party or any of its Restricted Subsidiaries; provided thatreinvestment, (Ax) no prepayment shall be required under before or promptly after such Asset Disposition, the Borrower delivers to the Administrative Agent a certificate stating that it intends to reinvest such Net Cash Proceeds in accordance with the terms of this Section 4.4(b)(ii2.9(b)(ii), (y) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business within 365 days of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii(z) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable actually reinvested within 180 days after such Net Cash Proceeds are committed to an Asset Disposition be reinvested (which, for the avoidance of a Foreign Subsidiary so long as doubt, may extend beyond the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage365 day period).

Asset Dispositions. The Borrower will not consummate any Asset Disposition; provided that (i) such prohibition shall not apply to any Asset Disposition by way of Event of Loss or Condemnation, (ii) such prohibition shall not apply to any Asset Disposition in connection with an Approved Change of Control, (iii) the Borrower may dispose of cash and Cash Equivalents, (iv) the Borrower may make mandatory principal prepayments sales of the Term Loans in the manner set forth in clause surplus, damaged or Obsolete Portfolio Railcars, (v) below the Borrower may dispose of up to $1,000,000 of assets in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition during each fiscal year and (vi) the Borrower may make or permit or consent to any other than any Asset Disposition permitted pursuant to, if (A) no Default or Event of Default shall have occurred and in accordance with, clauses be continuing immediately after giving effect to such transaction; and (aB) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) an amount equal to or greater than the extent that applicable Allocable Loan Balance and such Net Cash Proceeds are committed to shall be reinvested pursuant to a legally binding agreement applied in assets used or useful in accordance with Section 2.07(c)(ii). Upon consummation of an Asset Disposition permitted hereunder and the business application of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid proceeds thereof in accordance with this Section 4.4(b)(ii) immediately after 7.05, the expiration of such twelve or six month period, as applicable and Collateral Agent shall (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent applicable) deliver to the Borrower, at the Borrower’s expense and written request, such documentation as is reasonably necessary to evidence the release of the Collateral Agent’s security interests, if any, in the assets being disposed of, including amendments or terminations of Uniform Commercial Code Financing Statements to be filed by the Borrower, if any; provided, however, that any Lien or security interest held by the Collateral Agent in the assets subject to the Asset Disposition shall be automatically terminated and be released without any further action pursuant to the terms and 62 Loan Agreement conditions of the Security Agreement upon the consummation of such Asset Disposition and application of the related Net Cash Proceeds are attributable pursuant to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageSection 2.07(c)(ii).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (eg) and clause (gn) of Section 9.5) 9.5 to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds exceed $62,500,000 5,000,000 during any Fiscal Year. Such prepayments shall be made within three five (5) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are reinvested in assets used or useful in the business of Holdings and its Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary or committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower Holdings and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower Holdings and its Restricted Subsidiaries within six monthseighteen (18) months after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve (12) month period or actually reinvested within such six eighteen (18) month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six eighteen (18) month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (viv) below in amounts equal to the Asset Sale Prepayment Percentage 100% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments If the Net Proceeds relating to any Asset Disposition exceed One Million Dollars ($1,000,000) (it being understood that if the Net Proceeds exceed One Million Dollars ($1,000,000), the entire Net Proceeds and not just the portion in excess of the Term Loans in the manner set forth in clause (vforegoing amount shall be subject to this paragraph) below in amounts equal to the Asset Sale Prepayment Percentage for any single transaction or series of the aggregate related transactions or if such Net Cash Proceeds when aggregated with all other Net Proceeds from any Asset Disposition received during the same Fiscal Year exceed Two Million Five Hundred Thousand Dollars (other than any Asset Disposition permitted pursuant to$2,500,000), and (it being understood that if the Net Proceeds exceed Two Million Five Hundred Thousand Dollars ($2,500,000), the entire Net Proceeds not just the portion in accordance withexcess of the foregoing amount shall be subject to this Subsection), clauses then: (aA) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of the Revolving Commitments shall be automatically and permanently reduced by such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall Proceeds, such reduction to be made within three Business Days effective on the date five (5) days after the date receipt by Parent or any Subsidiary of such Net Proceeds; and (B) Borrower shall within five (5) days of receipt of such Net Proceeds prepay the Loans in an amount equal to such Net Cash Proceeds or, if no Loans are outstanding and if any Event of Default shall have occurred and be continuing, deposit cash collateral in an account with Agent pursuant to Section 2.7(j) in an amount equal to such Net Proceeds. A prepayment received pursuant to this Section 4.4(b)(ii) shall be accompanied with any amounts due under Section 5.5 as a result of such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatprepayment. Notwithstanding the foregoing, (A) the aggregate amount of the Revolving Commitments shall not be reduced and Parent or a Subsidiary may retain proceeds otherwise required to be delivered in accordance with the foregoing from an Asset Disposition if (1) no prepayment shall Default exists and (2) in the event the Person disposing of the asset in question reasonably expects to reinvest or has already reinvested, pursuant to a plan of which the Asset Disposition was a contemplated part, all of the Net Proceeds of such Asset Disposition in productive assets then used or useable in its business or, in the case of proceeds received due to loss, damage, destruction, or condemnation, to be required used for rebuilding, repairing or replacing assets, in each case committed to such use within ninety (90) days after receipt of such proceeds and (B) an Asset Disposition not permitted by Section 9.8 is not permitted under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business ). For purposes of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii4.4(b) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment following terms shall be required under this Section 4.4(b)(ii) to have the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.following meanings:

Asset Dispositions. (A) Approved Asset Dispositions. The Borrower Loans shall make mandatory principal prepayments of the Term Loans be prepaid as --------------------------- hereafter provided in the manner set forth in clause (v) below in amounts an amount equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds received from any Approved Asset Disposition in an amount initially equal to (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses i) one hundred percent (a100%) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days until the Asset Sale Loan is paid in full and (ii) after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided thatSale Loan has been paid in full, (Ax) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as if the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis is greater than or equal to 3.25:1.0 (after giving effect to as of the end of the fiscal quarter immediately preceding the date of such Approved Asset Disposition), seventy-five percent (75%) of such Net Proceeds, (y) if the Consolidated Total Leverage Ratio is greater than or equal to 2.75:1.00 but less than 3.25:1.0 (as of the fiscal quarter immediately preceding the date of such Approved Asset Disposition), fifty percent (50%) of such Net Proceeds, and (z) if the Consolidated Total Leverage Ratio is less than 2.75:1.0 (as of the Specified Leverageend of the fiscal quarter immediately preceding the date of such Approved Asset Disposition), zero percent (0%) of such Net Proceeds; provided, that payment of -------- such Net Proceeds need not be made until such time as the aggregate amount payable hereunder shall be at least $1.0 million at any time; provided, further, -------- ------- all such Net Proceeds not initially applied to prepay Loans pursuant to this Section 3.3(b)(ii)(A) shall be subject to the provisions of 3.3(b)(ii)(B) as if such Net Proceeds were received from an Asset Disposition not constituting an Approved Asset Disposition. If any such Approved Asset Disposition involves Collateral and the Net Proceeds thereof are greater than $35.0 million in the aggregate, such Net Proceeds shall be held by the Administrative Agent in a collateral account, which may include Cash Equivalents, pending application in accordance with the provisions hereof.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant toF.Y.I. shall, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three two Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party each day on which it or any of its Restricted Subsidiaries; provided thatSubsidiaries receives any Net Proceeds from an Asset Disposition, pay to the Administrative Agent, as a prepayment of the Loans, an aggregate amount equal to 100% of the Net Proceeds from such Asset Disposition. Notwithstanding the foregoing, no such prepayment will be required pursuant to this Section 2.7(a) (i) from the Net Proceeds from any single Asset Disposition of used equipment if such Net Proceeds are $250,000 or less and are fully re-invested in equipment used in the ordinary course of the business of the Person making such Asset Disposition within 180 days of such Asset Disposition, so long as the Net Proceeds from all such Asset Dispositions in any one calendar year do not exceed $250,000, (Aii) no prepayment shall be required under this Section 4.4(b)(ii) from the Net Proceeds of any expropriation or condemnation of real Property if and to the extent that such Net Cash Proceeds are committed are, as a result of such expropriation or condemnation, re-invested in similar real Property or used to be reinvested pursuant to a legally binding agreement modify other then-existing real Property used in assets used or useful in the ordinary course of the business of the Borrower and its Restricted Subsidiaries Person whose real Property is affected thereby within twelve months after 180 days of receipt of proceeds of such expropriation or condemnation, (iii) from the Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of any of the Borrower and its Restricted Subsidiaries within six months; provided further that Permitted Dispositions, or (iv) until the cumulative Net Proceeds received at any portion time from all Asset Dispositions made on or after December 31, 2000, exclusive of the Permitted Dispositions, exceeds 15% of F.Y.I.'s consolidated tangible net assets as of the date of such Net Cash Proceeds not committed to be reinvested pursuant to Asset Disposition (in which case a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be made in the amount of the Net Proceeds from any Asset Disposition in excess of such amount, or if, as of the date of determination, cumulative Net Proceeds from prior Asset Dispositions exceed 15% of F.Y.I.'s consolidated tangible net assets, F.Y.I. shall pay to the Administrative Agent, as a prepayment of the Loans, in addition to 100% of the Net Proceeds from such Asset Disposition, the amount of such cumulative Net Proceeds from prior Asset Dispositions in excess of 15% of F.Y.I.'s consolidated tangible net assets). Notwithstanding the foregoing, in connection with any Asset Disposition consisting of the disposition of assets acquired in a Permitted Acquisition, to the extent that the disposition of such assets was contemplated and disclosed to the Lenders at the time of the consummation of the Permitted Acquisition in which the assets were acquired, and if such Asset Disposition occurs within one year of the closing of the Permitted Acquisition, the prepayment required under this Section 4.4(b)(ii2.7(a) shall be limited to the extent such lesser of 100% of the Net Cash Proceeds are attributable to an of the Asset Disposition or an amount equal to the principal amount of a Foreign Subsidiary so long as any Loans advanced in connection with the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeveragePermitted Acquisition.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (vvi) below in amounts an amount equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than by any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) Credit Party or any of Section 9.5) its Subsidiaries to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 10,000,000 for any single transaction or $20,000,000 during any Fiscal Yearcalendar year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition Disposition(s) by such Credit Party or any of its Restricted SubsidiariesSubsidiaries in excess of such amount; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) to the extent that the Borrower delivers a certificate to the Administrative Agent prior to the date of any such required prepayment stating that (A) a Credit Party or a Domestic Subsidiary intends to reinvest Net Cash Proceeds are committed to be reinvested pursuant to of any Asset Disposition (other than a legally binding agreement Foreign Disposition) in assets used or useful in the business of the Borrower and its Restricted Domestic Subsidiaries within twelve months after receipt of such or (B) a Credit Party or a Subsidiary intends to reinvest Net Cash Proceeds and are thereafter actually reinvested of any Foreign Disposition in assets of the Borrower or any Subsidiary used or useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case, within six months365 days after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be actually reinvested pursuant to a legally binding agreement as set forth above within such twelve month period or actually reinvested within such six month 365-day period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month 365-day period, unless such Credit Party or such Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, in which case, such prepayment with any portion of such Net Cash Proceeds not actually reinvested as applicable and (B) no prepayment set forth above shall not be required under this Section 4.4(b)(ii) to until the extent date, if later, that is 180 days after the date of such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leveragecommitment.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts an aggregate amount equal to the Asset Sale Prepayment Percentage HGC Facility Share of the aggregate Net Cash Proceeds from any Asset Disposition (other than by the Borrower or any Asset Disposition permitted pursuant to, of its Subsidiaries; provided that no such prepayment shall be required for so long as a TGC Dividend Block Event shall have occurred and in accordance with, clauses (a) through (e) and clause (g) be continuing. Any mandatory principal prepayments of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments Loans shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party the Borrower or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii2.4(b)(i) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months180 days after receipt of such Net Cash Proceeds by the Borrower or such Subsidiary; provided further that any portion of such Net Cash Proceeds not actually reinvested within such 180-day period shall be prepaid on or before the last day of such 180-day period unless such portion is committed to be reinvested pursuant to a legally binding agreement within in assets used or useful in the business of the Borrower and its Subsidiaries, in which case such twelve month period or actually reinvested within such six month 180-day period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month extended for an additional 180-day period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (viv) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (gd) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not exceed $5,000,000 (excluding the amount of such Net Cash Proceeds reinvested as set forth below exceeds $62,500,000 permitted below) in the aggregate during any Fiscal Yearthe term of this Agreement. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six monthstwo hundred seventy (270) days after receipt of such Net Cash Proceeds (provided that such 270 day period shall be extended to a date that is one (1) year after the receipt of such Net Cash Proceeds if, within such 270 day period, the Borrower has provided confirmation to the Administrative Agent that the Borrower and its Subsidiaries have entered into a binding contractual commitment to reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries on or prior to the date that is one (1) year after the receipt of such Net Cash Proceeds) by such Credit Party or such Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month two hundred seventy (270) day period (or, such one (1) year period, as applicable) shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month two hundred seventy (270) day period (or, such one (1) year period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverageapplicable).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (vvi) below in amounts an amount equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of (x) the aggregate Net Cash Proceeds from any Drop Down Transaction and (y) the aggregate Net Cash Proceeds from any other Asset Disposition (other than by any Asset Disposition permitted pursuant toCredit Party or any of its Restricted Subsidiaries, and in accordance with, clauses (a) through (e) and the case of this clause (g) of Section 9.5) y), to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 10,000,000 for any single transaction or $20,000,000 during any Fiscal Yearcalendar year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition Disposition(s) by such Credit Party or any of its Restricted SubsidiariesSubsidiaries in excess of such amount; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) to the extent that the Borrower delivers a certificate to the Administrative Agent prior to the date of any such required prepayment stating that (A) a Credit Party or a Domestic Subsidiary (other than an Unrestricted Subsidiary) intends to reinvest Net Cash Proceeds are committed to be reinvested pursuant to of any Drop Down Transaction or any other Asset Disposition (other than a legally binding agreement Foreign Disposition) in assets used or useful in the business of the Borrower and its Domestic Subsidiaries or (B) a Credit Party or a Restricted Subsidiaries within twelve months after receipt of such Subsidiary intends to reinvest Net Cash Proceeds and are thereafter actually reinvested of any Foreign Disposition in assets of the Borrower or any Restricted Subsidiary used or useful in the business of the Borrower and its Restricted Subsidiaries Subsidiaries, in each case, within six months365 days after receipt of such Net Cash Proceeds by such Credit Party or such Restricted Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be actually reinvested pursuant to a legally binding agreement as set forth above within such twelve month period or actually reinvested within such six month 365-day period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after on or before the expiration last day of such twelve or six month 365-day period, unless such Credit Party or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, in which case, such prepayment with any portion of such Net Cash Proceeds not actually reinvested as applicable and (B) no prepayment set forth above shall not be required under this Section 4.4(b)(ii) until the date, if later, that is 180 days after the date of such commitment. Notwithstanding anything herein to the contrary, the reinvestment right described in the immediately preceding sentence shall only be permitted with respect to the Net Cash Proceeds of Drop Down Transactions (x) that occur prior to December 31, 2014, in an aggregate amount of Net Cash Proceeds not exceeding $75,000,000 and (y) that occur at any time thereafter, to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as that the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving pro forma effect to such Asset Disposition) Drop Down Transaction is 3.00 to 1.00 or less (or, if such Consolidated Total Leverage Ratio is greater than 3.00 to 1.00, after the Specified LeverageBorrower has made principal prepayments necessary to lower the Consolidated Total Leverage Ratio to 3.00 to 1.00, after giving pro forma effect to such prepayments, solely with respect to any remaining Net Cash Proceeds).

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the prepay outstanding Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year10.5). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such any Credit Party or any of its Restricted Subsidiaries; provided that, that (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii5.4(c)(iii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used (or, if such Credit Party or useful in the business such Restricted Subsidiary has contractually committed within twelve (12) months after receipt of the Borrower and its such Net Cash Proceeds to so reinvest such Net Cash Proceeds, then within eighteen (18) months after receipt of such Net Cash Proceeds) by such Credit Party or such Restricted Subsidiaries within six months; provided further Subsidiary (it being agreed that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six twelve (12) month period (or, if applicable, eighteen (18) month period) shall be prepaid in accordance with this Section 4.4(b)(ii5.4(c)(iii) immediately after on or before the expiration last day of such twelve or six (12) month period (or, if applicable, eighteen (18) month period, as applicable )) and (B) no such prepayment shall be required under this Section 4.4(b)(ii) in respect of Net Cash Proceeds attributable to ABL Priority Collateral to the extent the Borrower applies such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as prepay Indebtedness under the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified LeverageABL Facility.

Asset Dispositions. The If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of Sections 7.05(e), (j) or (q) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall make mandatory prepay an aggregate principal prepayments amount of Loans equal to 100% of the Term Loans Net Cash Proceeds received therefrom in excess of $50,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the manner $50,000,000 threshold set forth in clause (viii) below below) in amounts equal to the Asset Sale Prepayment Percentage of the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Asset Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (other than any Asset Disposition permitted pursuant toas notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and in accordance withso long as no Event of Default shall have occurred and be continuing, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not reinvested in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve 12 months after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and are thereafter actually reinvested (B) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in assets used or useful in the business of each case, as certified by the Borrower in writing to the Administrative Agent); and its Restricted Subsidiaries within six months; provided further further, that any portion of such Net Cash Proceeds not committed subject to be such definitive agreement or so reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid immediately applied to the prepayment of the Loans as set forth in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage2.05(b)(ii).

Asset Dispositions. The Parent Borrower (on behalf of the Borrowers) shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (vvii) below in amounts equal to the Asset Sale Prepayment Percentage lesser of (x) one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition by any Credit Party or any of its Subsidiaries and (other than any Asset Disposition permitted pursuant toy) the amount necessary to reduce the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter, and in accordance withafter giving pro forma effect to such prepayment, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year2.25 to 1.00. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii4.5(b)(iii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in long-term assets used or useful in the business of the Parent Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used by such Credit Party or useful in the business of the Borrower and its Restricted Subsidiaries within six monthssuch Subsidiary; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six twelve (12) month period shall be prepaid in accordance with this Section 4.4(b)(ii4.5(b)(iii) immediately after on or before the expiration last day of such twelve or six (12) month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.