Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any eventBorrower shall, within three ten (310) Business Days) upon Days of the receipt of any Net Cash Proceeds received by any Note Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or after prior to the Combination Closing Date, date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within twelve months following 365 days after the receipt of such Net Cash Proceeds or (ii) Proceeds; provided that, if the Issuer Borrower or any Subsidiary its Subsidiaries enters into a legally binding commitment to reinvest invest such Net Cash Proceeds within twelve months following receipt thereofsuch 365-day period, within the later it may directly or through one or more of (A) twelve months following receipt of its Subsidiaries so invest such Net Cash Proceeds and (B) within 180 days of the date of after such legally binding commitment365 day period; provided, provided further that if at the time that any such prepayment would Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined L/C Obligations in accordance with the terms of this Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below2.05(b).

Dispositions and Involuntary Dispositions. The Issuer Borrowers shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of any the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or Involuntary Disposition (other thancloses, before or after the Closing Date) of the date such Net Cash Proceeds are received; provided, however, that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do shall not exceed be required to be so applied (xA) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, Parent is equal to or greater than $5,000,000 and (B) at the Call Premium, if any, payable thereon, election of the Borrower Representative (as notified by the Borrower Representative to the extent Administrative Agent on or prior to the date such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also otherwise required to be used to prepay the Lockheed Xxxxxx Senior Secured Notes (Loans as set forth above) to the extent required by the NPA) with such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds, then the Issuer may apply ; provided that any such portion of the Net Cash Proceeds on a pro rata basis (that have not been so reinvested within such period shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as determined hereinafter provided at the end of such period; provided further, that the threshold in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (ivA) below, in each case, to the prepayment of such outstanding amounts, plus accrued above and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth period in the preceding sentence with respect clause (B) above shall not apply to the Net Cash Proceeds (other than received from the De Minimis Disposition Proceeds) in excess CPI Disposition, all of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) which shall be applied used to prepay the Loans and/or Cash Collateralize the L/C Obligations as set forth in clause (iv) belowhereinafter provided.

Dispositions and Involuntary Dispositions. The Issuer Term Borrower shall promptly offer to prepay the Term Loans in accordance with clause (and, v) below in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary of any Disposition or Involuntary Disposition Loan Party from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(ithan any Disposition permitted by Xxxxxxx 0.00(x), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date), $1,000,000 and (y) on or after the Combination Closing Datex), $3,000,000(x), in each case(x), in the aggregate in any fiscal year (x), (x), (x), (x) or (y), as applicable, the “De Minimis Disposition Proceeds”n)) apply 100% and Involuntary Dispositions within five Business Days of the date of receipt of such Net Cash Proceeds in connection with such Disposition or Involuntary Disposition; provided, however, that the Term Borrower may use a portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, or repurchase Other First Lien Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Net Cash Proceeds are Other First Lien Secured Debt so requires, in each case in an amount not reinvested in Eligible Assets to exceed the product of (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt amount of such Net Cash Proceeds and (By) 180 days a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Debt and the denominator of which is the sum of the date outstanding principal amount of such legally binding commitment; provided, Other First Lien Secured Debt and the outstanding principal amount of the Term Loans (provided that if at the time Borrower makes an offer to the holders of such Other First Lien Secured Debt to prepay or repurchase such Other First Lien Secured Debt in an amount permitted under this Section 2.05(b)(ii), to the extent that any such prepayment would be requiredoffer is declined by the holders of such Other First Lien Secured Debt, the Issuer is also Borrower shall be required to prepay the Lockheed Xxxxxx Senior Secured Notes Term Loans in an amount equal to the amount declined by such holders as if such declined amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their declined amount); provided, further, that so long as no Default shall have occurred and be continuing, the Term Borrower shall not be required to offer to prepay the Term Loans with such Net Cash Proceeds, (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $25,000,000 and (B) at the election of the Term Borrower (as notified by the Term Borrower to the Administrative Agent on or prior to the date on which a notice of prepayment shall be required to be delivered to the Administrative Agent pursuant to clause (v) below), to the extent required by the NPA) with such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds, then Proceeds in operating assets (other than current assets) within 365 days after the Issuer may apply receipt of such portion of the Net Cash Proceeds on (or, if such Loan Party or Restricted Subsidiary shall have entered into a pro rata basis (as determined legally binding commitment within such 365-day period to so apply such Net Cash Proceeds, within 180 days following such 365-day period); provided that if such Net Cash Proceeds shall have not been so reinvested within the applicable period, the Term Borrower shall immediately offer to prepay the Term Loans in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant an aggregate amount equal to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPANet Cash Proceeds. Notwithstanding the foregoing, if the Issuer Term Borrower reasonably determines (as certified by a Responsible Officer of the Term Borrower describing in reasonable detail the applicable limitations) that any amounts attributable to Foreign Loan Parties and its Foreign Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect that are required to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment be prepaid pursuant to this clause Section 2.05(b)(ii) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (iincluding financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), then the Borrowers and their Restricted Subsidiaries shall not be required to prepay such amounts as required under this Section 2.05(b)(ii) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided that the Borrowers and their Restricted Subsidiaries shall be applied as set forth take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in clause (iv) beloworder to effect such prepayments without violating local law or incurring material adverse tax consequences.

Dispositions and Involuntary Dispositions. The Issuer Borrowers shall promptly prepay (and, in any event, within three thirty (330) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from any Disposition or (y) on or after the Combination Closing Dateany Involuntary Disposition; provided, (i) within twelve months following receipt of that, so long as no Default shall have occurred and be continuing, such Net Cash Proceeds or shall not be required to be so applied (iiA) if the Issuer aggregate amount of Net Cash Proceeds received by any Loan Party or any Subsidiary enters into from any such Disposition or Involuntary Disposition is equal to or less than $5,000,000 (it being understood and agreed that a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereofseries of related Dispositions or Involuntary Dispositions, within the later as applicable, shall constitute a single Disposition or Involuntary Disposition, as applicable, for purposes of this clause (A) twelve months following receipt of such Net Cash Proceeds and )), or (B) 180 days if, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such legally binding commitment; providedDisposition or Involuntary Disposition), that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with Loan Party or such Subsidiary reinvests all or any portion of such Net Cash ProceedsProceeds in Eligible Assets within two hundred seventy (270) days following the date of such Disposition or Involuntary Disposition; provided, then further, that, for purposes of the Issuer may apply such foregoing clause (B), any portion of the such Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of that has not been so reinvested by the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment end of such outstanding amounts, plus accrued and unpaid interest thereon, under period shall be applied within two (2) Business Days after the NPA. Notwithstanding end of such period to prepay the foregoing, Loans and/or Cash Collateralize the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregateL/C Obligations. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition from all Dispositions (other thanthan any Dispositions permitted by clauses (a), (b) and (c) of Sections 7.05) and Involuntary Dispositions immediately upon receipt thereof by any Loan Party or any Subsidiary; provided, however, that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds shall not be required to be so applied (A) with respect to any Disposition (excluding any Involuntary Disposition), until the aggregate amount of Dispositions and Involuntary Dispositions do not exceed (x) prior the Net Cash Proceeds derived from any such Disposition after the Second Amendment Effective Date is equal to the Combination Closing Date, or greater than $1,000,000 and (yB) on or after the Combination Closing Datewith respect to any Involuntary Disposition, $3,000,000, in each case, in (1) until the aggregate in any fiscal year ((x) or (y), as applicable, amount of the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of derived from any such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, Second Amendment Effective Date is equal to or greater than $1,000,000 and (i2) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within twelve months following receipt three (3) Business Days of such Net Cash Proceeds or (ii) if Involuntary Disposition), to the Issuer extent the Borrower or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with reinvests all or any portion of such Net Cash Proceeds, then the Issuer may apply such portion Proceeds in productive assets of the kind then used or usable in the business of such Loan Party or such Subsidiary (but specifically excluding current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) belowshall have not been so reinvested, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be immediately applied as set forth in clause (iv) belowto prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer shall promptly Prepayment will be made on the Obligations in an amount equal to one hundred percent (and, in 100%) of the Net Cash Proceeds from any event, within three Disposition pursuant to Sections 8.5(h) or (3i) Business Days) upon the receipt by or Involuntary Disposition involving any Note asset of any Loan Party or any Subsidiary of its Subsidiaries on the Business Day following receipt thereof; provided that no prepayment shall be required under this Section 2.11(c)(ii) unless the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition exceeds $5,000,000 individually and $15,000,000 in the aggregate for all such Dispositions or (y) on or after Involuntary Dispositions in any Fiscal Year. Notwithstanding the Combination Closing Dateforegoing, (i) within twelve months following if at the time of the receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment Borrower informs the Administrative Agent that it intends within 365 days after receipt thereof to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt use all of such Net Cash Proceeds and (B) 180 days either to purchase assets used in the ordinary course of business of the date of Borrower and its Subsidiaries (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may use such legally binding commitmentNet Cash Proceeds in such manner; provided, that if at the time provided that any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment would be requiredin accordance with Section 2.12(b): (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (365th day after receipt of such proceeds and notice of such agreement has been delivered to the extent required by Administrative Agent) after receipt thereof and (2) the NPAdate that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to purchase such replacement assets with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Issuer Borrowers shall promptly (and, prepay the Loans as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (ivvii) below). Notwithstanding the foregoing, if at the time of the receipt or application of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within one hundred eighty (180) days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their Subsidiaries or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate; provided , however , that, (A) such Net Cash Proceeds shall either be deposited into a deposit account which is subject to a Deposit Account Control Agreement or Deposit Account Restriction Agreement or held in a Blocked Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $100,000 in any Fiscal Year, (C) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement within the period set forth in such certificate shall, on the first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vii) below and (D) any assets so acquired shall be subject to the security interests under the Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition.

Dispositions and Involuntary Dispositions. The Issuer shall promptly Borrowers (andas to the Foreign Borrower, in any eventlimited to prepayment of Foreign Obligations, within three (3) Business Days) upon and limited to Net Cash Proceeds received by the receipt by any Note Party Foreign Borrower or any Subsidiary of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e) and (h)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days of the later of the date of the related Disposition or Involuntary Disposition and the date of such receipt; provided, however, (other than, A) that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do shall not exceed be required to be so applied (x) prior until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to the Combination Closing Date, or greater than $1,000,000 and (y) at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (yDisposition) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), then (g) and (i), the Issuer may apply Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such portion Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds on a pro rata basis received by any Loan Party or any Subsidiary from any such Disposition, within five (as determined in accordance with Section 2.12 5) Business Days of the Intercreditor Agreement) later of the date of the related Disposition and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment date of such outstanding amountsreceipt, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the provided that any such Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause subject to clauses (ivA)(x) belowand (A)(y) of this sentence.

Dispositions and Involuntary Dispositions. The Issuer shall promptly Borrowers (andas to the Foreign Borrower, in any eventlimited to prepayment of Foreign Obligations, within three (3) Business Days) upon and limited to Net Cash Proceeds received by the receipt by any Note Party Foreign Borrower or any Subsidiary of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d) and (e)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days of the later of the date of the related Disposition or Involuntary Disposition (other thanand the date of such receipt; provided, however, that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of Dispositions and the Net Cash Proceeds derived from any such Disposition or Involuntary Dispositions do not exceed (x) prior Disposition in any fiscal year of the Domestic Borrower is equal to the Combination Closing Date, or greater than $1,000,000 and (yB) at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (yDisposition) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds, then the Issuer may apply ; provided that if such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may shall have not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) been so reinvested they shall be immediately applied as set forth in clause (iv) belowto prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, Subject to Section 2.06(b)(ii)(D) and the terms set forth in any eventapplicable Incremental Amendment, within three Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (3if any) on the fifth Business Days) upon the Day following receipt by any Note Party or any Subsidiary of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds of received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (other thanx) the Borrower delivers, so long as no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default exists shall have occurred and be continuing at the time prepayment would otherwise of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds be applied to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, Term Loans except to the extent such Net Cash Proceeds proceeds are not so reinvested in Eligible Assets within (xA) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or twelve (y12) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (iiB) if the Issuer Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within the later of (AI) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below12-month period.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (and, in any event, other than Permitted Transfers) and Involuntary Dispositions within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $5,000,000 and (yB) at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or after prior to the Combination Closing Date, date that such prepayment would otherwise be required) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (ibut specifically excluding current assets as classified by GAAP) within twelve (12) months following after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (ii12) month period, reinvested no later than six (6) months thereafter); provided that, if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereofshall have not been so reinvested, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) belowL/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (and, in 100%) of the Net Cash Proceeds received by any eventLoan Party or any Subsidiary from all Dispositions and all Involuntary Dispositions, within three (3) Business DaysDays of the date of such Disposition or such Involuntary Disposition; provided, that: (A) upon the receipt by any Note Party or any Subsidiary of Borrower shall only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the extent the Net Cash Proceeds of received by such Loan Party or such Subsidiary in connection with any such Disposition or such Involuntary Disposition exceed $1,000,000; and (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where B) such Net Cash Proceeds shall not be required to be so applied if, at the election of Dispositions and Involuntary Dispositions do not exceed the Borrower (x) as notified by the Borrower to the Administrative Agent on or prior to the Combination Closing Date, $1,000,000 and (y) on date of such Disposition or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (ysuch Involuntary Disposition), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (xother than current assets) prior to the Combination Closing Date, within 90 one hundred eighty (180) days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (y180) on or day-period to make such reinvestment, within one hundred eighty (180) days after the Combination Closing Datesuch one hundred eighty (180) day-period); provided, (i) within twelve months following receipt of further, that, if such Net Cash Proceeds or (ii) if shall have not been so reinvested by the Issuer or any Subsidiary enters into a legally binding commitment to reinvest end of such period(s), such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (L/C Obligations as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregatehereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.. (ii)

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay (and, within thirty (30) days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three an aggregate amount equal to one hundred percent (3100%) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of received by any Disposition Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Disposition (other thanDispositions; provided, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i)that, where such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of Net Cash Proceeds derived from all such Dispositions and or Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (x) as notified by the Borrower to the Administrative Agent on or (yprior to the date of such Disposition or Involuntary Disposition), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within three hundred sixty five (x365) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition (or to the extent it commits within such three hundred sixty five (y365) on or day period to make such reinvestment, within one hundred eighty (180) days after such three hundred sixty five (365) day period); provided, further, that, for purposes of the Combination Closing Dateforegoing clause (B), (i) within twelve months following receipt of if such Net Cash Proceeds or (ii) if shall have not been so reinvested by the Issuer or any Subsidiary enters into a legally binding commitment to reinvest end of such period(s), such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregateL/C Obligations. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (ivv) below.

Dispositions and Involuntary Dispositions. The Issuer shall promptly If (and, in any event, within three (3x) Business Days) upon the receipt by any Note Party Borrower or any Subsidiary Guarantor Disposes of any property (excluding Equity Interests of the Borrower) and the amount of the Net Cash Proceeds of all such Dispositions exceeds $2,000,000 in the aggregate or (y) any Involuntary Disposition of any property of any Loan Party occurs and the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $2,000,000 in the aggregate, the Borrower shall prepay, on or prior to the date that is five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Involuntary Disposition (other thandescribed in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicablecontinuing, the “De Minimis Disposition Proceeds”)) apply 100% Borrower or such Guarantor may use all or any portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 (x) reinvest in assets of the Intercreditor Agreementtype used in the business of the Borrower and its Subsidiaries or (y) acquire the Equity Interests of any Person that, upon the Call Premiumacquisition thereof, if any, payable thereon, will be a Domestic Subsidiary of the Borrower (to the extent such Net Cash Proceeds are not acquisition is otherwise permitted pursuant to Section 8.02), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters entered into a legally binding commitment an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within twelve months following receipt thereof, within 365 days after the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 such purchase shall have been consummated within 450 days of after the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion receipt of such Net Cash Proceeds; provided, then the Issuer may apply such portion of the further, however, that any Net Cash Proceeds on a pro rata basis (not so applied within such 365 or 450 day period, as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) belowapplicable, in each case, shall be promptly applied to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied Loans as set forth in clause (ivv) below.

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any event, within three (3) Business Days) upon Days ofupon the receipt by thereof)by any Note Party or any Subsidiary apply 100% of the Net Cash Proceeds of any all Dispositions andany Disposition or Involuntary Disposition DispositionsDisposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, Notes and the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x1) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or and (y2) on or after the Combination Closing Date, (iI) within twelve months following receipt of such Net Cash Proceeds or (iiII) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would iswould be required, the Issuer is also required to prepay offer to purchase any Indebtedness outstanding under the Lockheed Xxxxxx Senior Secured Notes (FP Note Purchase Agreement as a result of any such Disposition or Involuntary Disposition pursuant to the extent required by terms thereof, then the NPA) with any portion of Issuer, at its election, may apply such Net Cash Proceeds, then the Issuer may apply such portion Proceeds not in excess of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the First Lien Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus the accrued and but unpaid interest thereon, plus, subject to Section 2.12 of the First Lien Intercreditor Agreement, any applicable Call Premium, if any, under the NPAFP Note Purchase Agreement; provided, further that if any holder of such Indebtedness declines (or is deemed to have declined) all or any portion of such offer to purchase, such declined amount shall promptly (and, in any event, within three (3) Business Days after such holder has declined (or is deemed to have declined) such offer to purchase) be applied to prepay the Notes in accordance with the this clause (i). Notwithstanding the foregoing, the Issuer Note Parties and its their Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of received by any Disposition Loan Party or Involuntary Disposition any Subsidiary from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions than Permitted Transfers) and Involuntary Dispositions do not exceed within thirty (x30) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied until the aggregate amount of the Net Cash Proceeds derived from all such Dispositions and Involuntary Dispositions in any fiscal year of the Borrower is equal to or greater than $500,000. Notwithstanding the foregoing, so long as (A) no Default shall have occurred and be continuing or would result therefrom, (B) the Borrower shall have given the Administrative Agent prior written notice of the Borrower’s intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such Disposition or Involuntary Disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties or their Subsidiaries (ya “Reinvestment”), and (C) on prior to the making of such Reinvestment, such Net Cash Proceeds are held in a Deposit Account in which the Administrative Agent has a perfected first-priority security interest, such Loan Party or such Subsidiary, as applicable, may apply such Net Cash Proceeds to make such Reinvestment within 180 days (or, in the case of the RPA Disposition, 360 days) after the Combination Closing Date, (i) within twelve months following initial receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitmentProceeds; provided, further, that if at (x) in the time that case of the RPA Disposition, 10% of the amounts not so reinvested during such 360-day period, and (y) in the case of any other Disposition or Involuntary Disposition, 100% of the amounts not so reinvested during such prepayment would 180-day period, in each case shall be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (paid to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined Administrative Agent and applied in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below2.05(b)(v).

Dispositions and Involuntary Dispositions. The Issuer shall promptly Prepayment will be made on the Obligations in an amount equal to one hundred percent (and, in any event, within three (3100%) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of from any Disposition or Involuntary Disposition (other than, so long as no Default involving any asset of any Loan Party or Event any of Default exists at its Subsidiaries on the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds Business Day following receipt thereof excluding the proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, any Disposition less than $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, 2,000,000 in the aggregate in any fiscal year Fiscal Year and any voluntary Disposition described in clauses (a), (xb) or (y)c) of Section 8.5. Notwithstanding the foregoing, as applicable, if at the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 time of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment Borrower informs the Administrative Agent that it intends within 365 days after receipt thereof to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt use all of such Net Cash Proceeds and (B) 180 days either to purchase assets used in the ordinary course of business of the date of Borrower and its Subsidiaries (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may use such legally binding commitmentNet Cash Proceeds in such manner; provided, that if at the time provided that any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment would be requiredin accordance with Section 2.12(b): (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (365th day after receipt of such proceeds and notice of such agreement has been delivered to the extent required by Administrative Agent) after receipt thereof and (2) the NPAdate that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to purchase such replacement assets with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any event, within three (3) Business Days) upon If the receipt by any Note Party Borrower or any Subsidiary Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any Disposition fiscal year, the Borrower shall prepay, on or Involuntary Disposition prior to the date that is five (other than5) Business Days after the date of realization or receipt of such Net Cash Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that, at the election of the Borrower, and so long as no Default or Event of Default exists at shall have occurred and be continuing, the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where Borrower or such Guarantor may use all or any portion of such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed as Investments in (x) prior to any assets that shall be used in the Combination Closing Date, $1,000,000 business of the Borrower and its Subsidiaries or (y) on or after Equity Interests of any Person that, upon the Combination Closing Dateacquisition thereof, $3,000,000would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, in so long as (A) the aggregate in any fiscal year ((x) Borrower or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not Guarantor shall have reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters entered into a legally binding commitment an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within twelve months following receipt thereof, within 365 days after the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 such purchase shall have been consummated within 450 days of after the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion receipt of such Net Cash Proceeds; provided, then the Issuer may apply such portion of the further, however, that any Net Cash Proceeds on a pro rata basis (not so applied within such 365 or 450 day period, as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) belowapplicable, in each case, shall be promptly applied to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied Loans as set forth in clause (ivv) below. Notwithstanding anything in this Section 2.05(b)(ii) to the contrary, in no event shall any Net Cash Proceeds received by the Borrower or Subsidiary with respect to a Disposition of any Excluded WD Assets, the Equity Interests of any Excluded WD Subsidiary or an Unrestricted Subsidiary that has no material assets other than Excluded WD Assets or the Equity Interests of Excluded WD Subsidiaries, be required to be applied to repay the Loans.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of received by any Disposition Loan Party or Involuntary Disposition any Subsidiary from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions than Permitted Transfers) and Involuntary Dispositions do not exceed within five (x5) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days Business Days of the date of such Disposition or Involuntary Disposition Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in equipment or other tangible assets (yother than current assets) on or within the later of (x) one hundred and eighty (180) days after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (iiy) if the Issuer such Loan Party or any such Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months 180 days following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of after the date of such legally binding commitment; providedprovided that (i) if an Event of Default shall have occurred and be continuing, that if at the time that Loan Party or such Subsidiary shall not be permitted to make any such prepayment would reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be requiredor cannot be so reinvested at any time, the Issuer is also required such Net Cash Proceeds shall be immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPAL/C Obligations. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.62

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of received by any Disposition Loan Party or Involuntary Disposition any Subsidiary from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions than Permitted Transfers) and Involuntary Dispositions do not exceed within five (x5) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days Business Days of the date of such Disposition or Involuntary Disposition Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in equipment or other tangible assets (yother than current assets) on or within the later of (x) one hundred and eighty (180) days after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (iiy) if the Issuer such Loan Party or any such Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months 180 days following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of after the date of such legally binding commitment; providedprovided that (i) if an Event of Default shall have occurred and be continuing, that if at the time that Loan Party or such Subsidiary shall not be permitted to make any such prepayment would reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be requiredor cannot be so reinvested at any time, the Issuer is also required such Net Cash Proceeds shall be immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) belowL/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition all Dispositions (other than, so long as no Default or Event of Default exists at than Involuntary Dispositions) to the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such extent that the Net Cash Proceeds of all such Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate received in any fiscal year exceed $10,000,000 as follows: (a) if the Consolidated Leverage Ratio (xcalculated on a Pro Forma Basis after giving effect to such Disposition) is greater than or equal to 4.0 to 1.0, then (y), as applicable, the “De Minimis Disposition Proceeds”)1) apply 10050% of such Net Cash Proceeds with respect to prepay such Dispositions shall be applied to such prepayment immediately upon the NotesBorrower's calculation of such Net Cash Proceeds (and in any event not later than 45 days of receipt of such Net Cash Proceeds) and (2) to the extent the remaining amount of such Net Cash Proceeds are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been made for such reinvestment prior to the accrued but unpaid interest thereon andexpiration of such 12-month period, subject to Section 2.12 within 24 months) of the Intercreditor Agreementdate of such Disposition, a prepayment in the Call Premiumamount of such remaining Net Cash Proceeds shall be immediately due and payable upon the expiration of such period and (b) if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Disposition) is less than 4.0 to 1.0, if any, payable thereon, then to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within 12 months (x) or, if a contractual obligation has been made for such reinvestment prior to the Combination Closing Dateexpiration of such 12-month period, within 90 days 24 months) of the date of such Disposition or Involuntary Disposition or (y) on or after Disposition, a prepayment in the Combination Closing Date, (i) within twelve months following receipt amount of such remaining Net Cash Proceeds or (ii) if shall be immediately due and payable upon the Issuer or any Subsidiary enters into a legally binding commitment expiration of such period. The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to reinvest such 100% of the Net Cash Proceeds within twelve months following receipt thereof, within of all Involuntary Dispositions to the later of (A) twelve months following receipt of such extent that the Net Cash Proceeds and from any such Involuntary Disposition are not reinvested in Eligible Assets within 12 months (Bor, if a contractual obligation has been made for such reinvestment prior to the expiration of such 12-month period, within 24 months) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregateInvoluntary Disposition. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (ivvi) below.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, in any event, within three (3) Business Days) upon prepay the receipt Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided with the Net Cash Proceeds received by any Note Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions, within five (5) days of the Net Cash Proceeds date of any such Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at Disposition; provided that the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where Borrower may reinvest such Net Cash Proceeds of Dispositions in properties or assets(x) arising from Term Priority Collateral if and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 extent permitted in the Term Loan Agreement and the Intercreditor Agreement and (y) on arising from any (A) other Dispositions of assets or after the Combination Closing Date, property (including ABL Priority Collateral) arising from any single transaction or series of related transactions in an amount not to exceed $3,000,000, in each case, 100,000 in the aggregate for any calendar year or (B) Involuntary Dispositions, in any fiscal year either case, within one-hundred eighty (180) days of the date of such Disposition or Involuntary Disposition; provided, further that, subject to the terms of the Intercreditor Agreement, to the extent such periodthe applicable reinvestment period under the foregoing subclause (x) or (y), as applicablethe case may be, has expired without such reinvestment being made or completed and/or to the “De Minimis Disposition Proceeds”)) apply 100% extent of such any excess Net Cash Proceeds described in the foregoing subclause (y) in any calendar year, any remaining Net Cash Proceeds wouldand/or excess Net Cash Proceeds, as applicable, immediately shall be applied to prepay the Notes, Loans and/or Cash Collateralize the accrued but unpaid interest thereon andL/C Obligations. Notwithstanding the foregoing to the contrary, subject to Section 2.12 the terms of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not of Dispositions and Involuntary Dispositions of Term Loan Priority Collateral first, shall be applied or reinvested as provided in Eligible Assets (x) prior to the Combination Closing DateTerm Loan Agreement, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be requiredsecond, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the excess Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (iif any) shall be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as set forth in clause hereinafter provided (ivit being understood and agreed that if there is no such excess amount, the Borrower’s obligations under this Section 2.05(b)(i) belowwith respect to Net Cash Proceeds of Term Priority Collateral shall be satisfied by the Borrower’s compliance with the applicable provisions of the Term Loan Agreement).

Dispositions and Involuntary Dispositions. The Issuer Term Borrower shall promptly offer to prepay the Term Loans in accordance with clause (and, v) below in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary of any Disposition or Involuntary Disposition Loan Party from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(ithan any Disposition permitted by Xxxxxxx Xxxxxxx 00.00(x), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date), $1,000,000 and (y) on or after the Combination Closing Datex), $3,000,000(x), in each case(x), in the aggregate in any fiscal year (x), (x), (x), (x) or (y), as applicable, the “De Minimis Disposition Proceeds”n)) apply 100% and Involuntary Dispositions within five Business Days of the date of receipt of such Net Cash Proceeds in connection with such Disposition or Involuntary Disposition; provided, however, that the Term Borrower may use a portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, or repurchase Other First Lien Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Net Cash Proceeds are Other First Lien Secured Debt so requires, in each case in an amount not reinvested in Eligible Assets to exceed the product of (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt amount of such Net Cash Proceeds and (By) 180 days a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Debt and the denominator of which is the sum of the date outstanding principal amount of such legally binding commitment; provided, Other First Lien Secured Debt and the outstanding principal amount of the Term Loans (provided that if at the time Borrower makes an offer to the holders of such Other First Lien Secured Debt to prepay or repurchase such Other First Lien Secured Debt in an amount permitted under this Section Section 7.05(b)(ii), to the extent that any such prepayment would be requiredoffer is declined by the holders of such Other First Lien Secured Debt, the Issuer is also Borrower shall be required to prepay the Lockheed Xxxxxx Senior Secured Notes Term Loans in an amount equal to the amount declined by such holders as if such declined amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their declined amount); provided, further, that so long as no Default shall have occurred and be continuing, the Term Borrower shall not be required to offer to prepay the Term Loans with such Net Cash Proceeds, (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $25,000,000 and (B) at the election of the Term Borrower (as notified by the Term Borrower to the Administrative Agent on or prior to the date on which a notice of prepayment shall be required to be delivered to the Administrative Agent pursuant to clause (v) below), to the extent required by the NPA) with such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds, then Proceeds in operating assets (other than current assets) within 365 days after the Issuer may apply receipt of such portion of the Net Cash Proceeds on (or, if such Loan Party or Restricted Subsidiary shall have entered into a pro rata basis (as determined legally binding commitment within such 365-day period to so apply such Net Cash Proceeds, within 180 days following such 365-day period); provided that if such Net Cash Proceeds shall have not been so reinvested within the applicable period, the Term Borrower shall immediately offer to prepay the Term Loans in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant an aggregate amount equal to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPANet Cash Proceeds. Notwithstanding the foregoing, if the Issuer Term Borrower reasonably determines (as certified by a Responsible Officer of the Term Borrower describing in reasonable detail the applicable limitations) that any amounts attributable to Foreign Loan Parties and its Foreign Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect that are required to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment be prepaid pursuant to this clause Section 2.05(b)(ii) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (iincluding financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), then the Borrowers and their Restricted Subsidiaries shall not be required to prepay such amounts as required under this Section 2.05(b)(ii) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided that the Borrowers and their Restricted Subsidiaries shall be applied as set forth take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in clause (iv) beloworder to effect such prepayments without violating local law or incurring material adverse tax consequences.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans as provided in Section 2.05(b)(iii) in an aggregate amount equal to one hundred percent (and, in 100%) of the Net Cash Proceeds received by any eventLoan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions, within three (3) Business DaysDays of the date of such Disposition or such Involuntary Disposition; provided, that: (A) upon the receipt by any Note Party or any Subsidiary of Borrower shall not be required to prepay the Loans pursuant to this Section 2.05(b)(i) until the Net Cash Proceeds received by the Borrower ​ ​ and its Subsidiaries in connection with all Dispositions (other than Permitted Transfers) or Involuntary Dispositions in any fiscal year of any the Borrower is equal to or exceeds $10,000,000; and (B) such Net Cash Proceeds shall not be required to be so applied if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or such Involuntary Disposition (other thanDisposition), so long as no Default or Event of Default exists shall have occurred at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i)of such Disposition or such Involuntary Disposition or at the time of such reinvestment, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on Loan Party or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in such Subsidiary reinvests all or any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within one hundred eighty (x180) prior to the Combination Closing Date, within 90 days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (y180)-day period to make such reinvestment, within one hundred eighty (180) on or days after the Combination Closing Datesuch one hundred eighty (180)-day period); provided, (i) within twelve months following receipt of further, that, if such Net Cash Proceeds or (ii) if shall have not been so reinvested by the Issuer or any Subsidiary enters into a legally binding commitment to reinvest end of such period(s), such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (Loans as determined provided in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (and, in 100%) of the Net Cash Proceeds received by any eventLoan Party or any Subsidiary from all Dispositions and all Involuntary Dispositions, within three (3) Business DaysDays of the date of such Disposition or such Involuntary Disposition; provided, that: (A) upon the receipt by any Note Party or any Subsidiary of Borrower shall only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the extent the Net Cash Proceeds of received by such Loan Party or such Subsidiary in connection with any such Disposition or such Involuntary Disposition exceed $1,000,000; and (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where B) such Net Cash Proceeds shall not be required to be so applied if, at the election of Dispositions and Involuntary Dispositions do not exceed the Borrower (x) as notified by the Borrower to the Administrative Agent on or prior to the Combination Closing Date, $1,000,000 and (y) on date of such Disposition or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (ysuch Involuntary Disposition), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within one hundred eighty (x180) prior to the Combination Closing Date, within 90 days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (y180) on or day-period to make such reinvestment, within one hundred eighty (180) days after the Combination Closing Datesuch one hundred eighty (180) day-period); provided, (i) within twelve months following receipt of further, that, if such Net Cash Proceeds or (ii) if shall have not been so reinvested by the Issuer or any Subsidiary enters into a legally binding commitment to reinvest end of such period(s), such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (L/C Obligations as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregatehereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Issuer shall promptly Borrowers (andas to the Foreign Borrower, in any eventlimited to prepayment of Foreign Obligations, within three (3) Business Days) upon and limited to Net Cash Proceeds received by the receipt by any Note Party Foreign Borrower or any Subsidiary of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e), and (h) and (k)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days (or, in the case of any such Disposition or Involuntary made by any Subsidiary of the Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such receipt; provided, however, (other than, A) that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do shall not exceed be required to be so applied (x) prior until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to the Combination Closing Date, or greater than $1,000,000 1,000,000$30,000,000 and (y) at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (yDisposition) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with such Loan Party or such Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been reinvested within the foregoing timeframe, they shall then be immediately applied to prepay the Issuer may apply Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), (g) and (i), the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such portion Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds on a pro rata basis received by any Loan Party or any Subsidiary from any such Disposition, within five (as determined 5) Business Days (or, in accordance with Section 2.12 the case of any such Disposition made by any Subsidiary of the Intercreditor AgreementDomestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment date of such outstanding amountsreceipt, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the provided that any such Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause subject to clauses (ivA)(x) belowand (A)(y) of this sentence.”

Dispositions and Involuntary Dispositions. The Issuer shall promptly (andA) Dispositions Other Than Dispositions of Capital Stock of CyrusOne or Wireless Dispositions. In the event a Disposition Prepayment Event occurs with respect to any Property, other than Capital Stock of CyrusOne or CyrusOne LP or a Wireless Disposition, the Borrower shall, not later than the Applicable Prepayment Date, prepay the Tranche B Term Loan, the outstanding Revolving Loans and prepay or purchase (and concurrently retire) other Prepayable Indebtedness of the Borrower and its Subsidiaries (or, to the extent permitted by clause (iii)(A) below, make contributions to underfunded Pension Plans) in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any the related Disposition not applied (or Involuntary Disposition caused to be applied) by the Loan Parties during the related Application Period to make Eligible Reinvestments as contemplated by the terms of Section 8.05(e)(vii) (other than, so long such prepayment to be applied as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed set forth in clauses (xiii)(A) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iviii)(C) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA). Notwithstanding the foregoing, the Issuer and its Subsidiaries may Borrower shall not exercise be required to make any prepayment under this Section 2.05(b)(ii)(A) if the reinvestment rights set forth in Consolidated Total Leverage Ratio as of the preceding sentence most recent fiscal quarter end prior to such Disposition Prepayment Event with respect to which the Net Cash Proceeds Administrative Agent has received the Required Financial Information was equal to or less than 4.00 to 1.00 (other than calculated as of such date on a Pro Forma Basis after giving effect to the De Minimis applicable Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any and any required prepayment pursuant to this clause Section 2.05(b)(ii)(A) (i) it being understood that the Borrower shall be deemed to have satisfied its obligations under this Section 2.05(b)(ii)(A) in respect of any Disposition Prepayment Event at such time as it has applied as set forth Net Cash Proceeds to the repayment of outstanding Loans or the prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness in clause an amount sufficient to cause the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis giving effect to such Disposition and prepayments or purchases, to be equal to or less than 4.00 to 1.00 (ivit being understood that pending such application of Net Cash Proceeds to the prepayment or purchase (and concurrent retirement) belowof other Prepayable Indebtedness, the Borrower may (x) deposit such Net Cash Proceeds in a deposit account of the Borrower maintained with Bank of America or (y) temporarily reduce Permitted Receivables Financings or repay Revolving Loans, in each case, pending the final application thereof to a prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness in accordance with the definition of “Applicable Prepayment Date”)).

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Term Loans as hereinafter provided in an aggregate amount equal to (anda) 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers, in any eventDispositions permitted by Sections 7.05(d) (other than such Dispositions pursuant to Section 7.04(g)), 7.03 and 7.05(e)) and Involuntary Dispositions within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing DateDisposition; provided, (i) within twelve months following receipt of however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds or shall not be required to be so applied (iiA) if until the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such aggregate amount of the Net Cash Proceeds within twelve months following receipt thereof, within derived from any such Disposition or Involuntary Disposition in any fiscal year of the later of (A) twelve months following receipt of such Net Cash Proceeds Borrower is equal to or greater than $5,000,000 and (B) 180 days at the election of the date of such legally binding commitment; provided, that if at Borrower (as notified by the time that any such prepayment would be required, Borrower to the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (Administrative Agent) to the extent required by the NPA) with such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets or other assets useful to the business of the Company and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within three hundred sixty- five (365) days after the receipt of such Net Cash Proceeds; provided that, then if such Net Cash Proceeds shall have not been so reinvested within such period, such Net Cash Proceeds shall be immediately applied to prepay the Issuer may apply such portion Term Loans and (b)(i) 50% of the Net Cash Proceeds from the Video Business Sale (if, on a pro rata basis (Pro Forma Basis after giving effect to such Disposition, the Consolidated Net Leverage Ratio as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amountsdate is greater than 3.00:1.00) or (ii) 0% (if, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoingon a Pro Forma Basis after giving effect to such Disposition, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect Consolidated Net Leverage Ratio as of such date is equal to the Net Cash Proceeds (other or less than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below3.00:1.00).

Dispositions and Involuntary Dispositions. The Issuer Except to the extent such Disposition or Involuntary Disposition constitutes a Permitted Refranchising Sale or a Disposition described in clause (a), (b), (c) or (f) of Section 7.05, Borrower shall promptly (and, prepay the Term Loan in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (ivvii) below). Notwithstanding the foregoing, if at the time of the receipt of such Net Cash Proceeds, no Default or Event of Default has occurred and is continuing and Borrower delivers to the Administrative Agent a certificate, executed by a Responsible Officer of Borrower, that it intends within 270 days after receipt thereof to reinvest such Net Cash Proceeds in assets used or useful in the business of Borrower and its Subsidiaries (other than Cash Equivalents or other current assets) including to make Capital Expenditures, Borrower may reinvest such Net Cash Proceeds as described in such certificate, provided that, (A) such Net Cash Proceeds shall be held in a Controlled Account until such time as such Net Cash Proceeds are used for such reinvestment or required to be applied to the Obligations, as the case may be and (B) any such Net Cash Proceeds not so reinvested or committed to be reinvested pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 270 days (or 360 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 270th day after receipt of such proceeds) after receipt thereof, (2) the date that is five (5) Business Days after the date on which Borrower shall have notified the Administrative Agent of Borrower’s determination not to reinvest such Net Cash Proceeds, (3) the date on which an Event of Default set forth in Section 9.01(a), (f) or (g) occurs, and (4) the date that is two (2) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans, together with any accrued but unpaid interest on any principal amount of the Loans being prepaid (andcollectively, the “Mandatory Prepayment”) in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at received by the time prepayment would otherwise be required Loan Parties from all Dispositions pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions 7.05(e) and (f) and Involuntary Dispositions do not exceed of Collateral within ten (x10) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 Business Days of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent date such Net Cash Proceeds are not reinvested received that are in Eligible Assets (x) prior to the Combination Closing Date, within 90 days excess of $500,000 in any fiscal year of the date of Borrower; provided that, if the Borrower or its Subsidiaries invest (or commit to invest) the Net Cash Proceeds from such Disposition event (or Involuntary Disposition or (y) on or after the Combination Closing Date, (ia portion thereof) within twelve months one hundred eighty (180) days following the receipt of such Net Cash Proceeds (the “Reinvestment Period”), in each case, to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (iiy) if with respect to which the Issuer or any Subsidiary enters into Administrative Agent, on behalf of the Secured Parties, shall have received a legally binding commitment first priority perfected security interest, then no prepayment shall be required pursuant to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt this paragraph in respect of such Net Cash Proceeds and (B) 180 days of the date in respect of such legally binding commitment; provided, that if at event (or the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any applicable portion of such Net Cash Proceeds, then if applicable) except to the Issuer may apply extent of any such portion of the Net Cash Proceeds on a pro rata basis therefrom that have not been so invested (as determined in accordance with Section 2.12 of or committed to be invested) by the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment end of such outstanding amountsReinvestment Period, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth at which time a Mandatory Prepayment shall be required in the preceding sentence with respect an amount equal to the such Net Cash Proceeds that have not been so invested (other than or committed to be invested). For the De Minimis Disposition Proceedsavoidance of doubt, the amount of any Mandatory Prepayment (including any accrued but unpaid interest on any principal amount of the Loans being prepaid) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) belownot exceed 100% of the Net Cash Proceeds received by the Loan Parties from the Disposition or Involuntary Disposition requiring such Mandatory Prepayment.

Dispositions and Involuntary Dispositions. The Issuer Borrowers shall promptly (and, prepay the Loans as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (ivvii) below.). Notwithstanding the foregoing, if at the time of the receipt or application of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within one hundred eighty (180) days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their Subsidiaries or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate; provided , however , that, (A) such Net Cash Proceeds shall either be deposited into a deposit account which is subject to a Deposit Account Control Agreement or Deposit Account Restriction Agreement or held in a Blocked Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $100,000 in any Fiscal Year, (C) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement within the period set forth in such certificate shall, on the first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vii) below and (D) any assets so acquired shall be subject to the security interests under the Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition. (iii)

Dispositions and Involuntary Dispositions. The Issuer Borrowers shall promptly prepay the Term Loan and thereafter, all other Obligations in an aggregate amount equal to one hundred percent (and, in any event, within three (3100%) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (ivvii) below) excluding the proceeds of any Dispositions less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (a), (b) or (c) of Section 7.05. Notwithstanding the foregoing, if at the time of the receipt of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within 365 days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their respective Subsidiaries (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate, provided, that, (A) such Net Cash Proceeds shall be held in a Controlled Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $2,000,000 in any Fiscal Year plus any insurance proceeds received in respect of any Disposition, (C) any assets so acquired shall be subject to the security interests under the Collateral Documents with not less than the same priority as the assets subject to such Disposition or Involuntary Disposition, and (D) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof, (2) the date that is five (5) Business Days after the date on which the Borrower Representative shall have notified the Administrative Agent of the Borrowers’ determination not to purchase such replacement assets with such Net Cash Proceeds, (3) the date on which an Event of Default set forth in Section 9.01(a) occurs, and (4) the date that is five (5) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower Representative during the continuance of any other Event of Default.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of received by any Disposition Loan Party or Involuntary Disposition any Subsidiary from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions than Permitted Transfers) and Involuntary Dispositions do not exceed within five (x5) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days Business Days of the date of such Disposition or Involuntary Disposition Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in Equipment or other tangible assets (yother than current assets) on or within the later of (x) one hundred and eighty (180) days after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (iiy) if the Issuer such Loan Party or any such Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months 180 days following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of after the date of such legally binding commitment; providedprovided that (i) if an Event of Default shall have occurred and be continuing, that if at the time that Loan Party or such Subsidiary shall not be permitted to make any such prepayment would reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be requiredor cannot be so reinvested at any time, the Issuer is also required such Net Cash Proceeds shall be immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) belowL/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer Within three (3) Business Days after receipt by a Loan Party or any Subsidiary of such Net Cash Proceeds, the Borrowers shall promptly prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions, including, without limitation, Involuntary Dispositions, but excluding Permitted Transfers; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (and, A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any event, fiscal year of the Company is equal to or greater than $1,500,000 or (B) at the election of the Borrowers (as notified by the Company to the Administrative Agent within three (3) Business Days) upon the Days after receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (xProceeds) prior to the Combination Closing Date, $1,000,000 and (y) on extent such Loan Party reinvests all or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% portion of such Net Cash Proceeds to prepay in assets used or useful in the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 business of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets Loan Parties or any of their Subsidiaries within one hundred eighty (x180) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if but, to the Issuer or any Subsidiary enters extent a Loan Party has entered into a legally binding commitment contracts to reinvest such Net Cash Proceeds proceeds requiring payments after such initial one hundred eighty (180) day reinvestment period, then within twelve months following receipt thereof, within two hundred seventy (270) days after the later of (A) twelve months following receipt of such Net Cash Proceeds); provided that, if such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at shall have not been so reinvested within the time that any frames set forth herein and would otherwise be required to be applied pursuant to this Section 2.05(b)(ii), such prepayment would Net Cash Proceeds shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPAL/C Obligations. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.48

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans (and, and permanently reduce the Facility) and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of received by any Disposition Loan Party or Involuntary Disposition any Subsidiary from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required than those Dispositions permitted pursuant to this Section 2.07(b)(iSections 7.05(a), where such Net Cash Proceeds of Dispositions (b), (c) and (d)) and Involuntary Dispositions do not exceed within thirty (x30) prior to the Combination Closing Date, $1,000,000 and (y) on or days after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% receipt of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of following the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing DateDisposition; provided, (i) within twelve months following receipt of however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds or shall not be required to be so applied (iiA) if until the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such aggregate amount of the Net Cash Proceeds within twelve months following receipt thereof, within derived from any such Disposition or Involuntary Disposition in any fiscal year of the later of (A) twelve months following receipt of such Net Cash Proceeds Borrower is equal to or greater than $1,000,000 and (B) 180 days at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (Disposition or Involuntary Disposition) to the extent required by the NPAsuch Loan Party or such Subsidiary reinvests (or has made binding commitments to reinvest) with all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current 52 assets as classified by GAAP) within three hundred and sixty (360) days after the receipt of such Net Cash Proceeds, then the Issuer may apply ; provided further that if such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) belowshall have not been so reinvested, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) they shall be immediately applied as set forth in clause to prepay the Loans (ivand permanently reduce the Facility) belowand/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer shall promptly Borrowers (andas to the Foreign Borrower, in any eventlimited to prepayment of Foreign Obligations, within three (3) Business Days) upon and limited to Net Cash Proceeds received by the receipt by any Note Party Foreign Borrower or any Subsidiary of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e), (h) and (k)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days (or, in the case of any such Disposition or Involuntary made by any Subsidiary of the Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such receipt; provided, however, (other than, A) that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do shall not exceed be required to be so applied (x) prior until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to the Combination Closing Date, or greater than $1,000,000 30,000,000 and (y) at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (yDisposition) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with such Loan Party or such Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), then (g) and (i), the Issuer may apply Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such portion Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds on a pro rata basis received by any Loan Party or any Subsidiary from any such Disposition, within five (as determined 5) Business Days (or, in accordance with Section 2.12 the case of any such Disposition made by any Subsidiary of the Intercreditor AgreementDomestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment date of such outstanding amountsreceipt, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the provided that any such Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause subject to clauses (ivA)(x) belowand (A)(y) of this sentence.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition received by the Loan Parties from all Dispositions pursuant to Section 7.05(f), (h), (i), (j) and (l) (other than, so long as no Default or Event than Permitted Transfers and Dispositions of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions ALN-AGT IP Collateral) and Involuntary Dispositions do not exceed of Collateral (xother than ALN-AGT IP Collateral) prior to the Combination Closing Date, $1,000,000 and within ten (y10) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days Business Days of the date of such Disposition or Involuntary Disposition that are in excess of $10,000,000; provided that, other than with respect to Net Cash Proceeds received in connection with a Disposition or Involuntary Disposition of the Manufacturing Facility, if the Borrower or its Restricted Subsidiaries invest (yor commit to invest) on the Net Cash Proceeds from such event (or after the Combination Closing Date, (ia portion thereof) within twelve 12 months following after receipt of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (iiy) if with respect to which the Issuer or any Subsidiary enters into Administrative Agent, on behalf of the Secured Parties, shall have received a legally binding commitment first priority perfected security interest, then no prepayment shall be required pursuant to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt this paragraph in respect of such Net Cash Proceeds and (B) 180 days of the date in respect of such legally binding commitment; provided, that if at event (or the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any applicable portion of such Net Cash Proceeds, then if applicable) except to the Issuer may apply extent of any such portion of the Net Cash Proceeds on a pro rata basis therefrom that have not been so invested (as determined in accordance with Section 2.12 of or committed to be invested) by the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment end of such outstanding amounts12-month period (or if committed to be so invested within such 12-month period, plus accrued and unpaid interest thereonhave not been so invested within one hundred eighty (180) days after the 12-month period that follows receipt thereof), under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth at which time a prepayment shall be required in the preceding sentence with respect an amount equal to the such Net Cash Proceeds that have not been so invested (other than or committed to be invested); provided, further that, if (x) the De Minimis Borrower or a Restricted Subsidiary has identified Replacement Collateral in writing to the Lender Representative at least five (5) Business Days prior to the date of such Disposition Proceedsor Involuntary Disposition, and (y) the Administrative Agent, on behalf of the Secured Parties shall have received (or shall receive in excess connection with the closing of $10,000,000 such Disposition or Involuntary Disposition) a first priority perfected security interest in all such Replacement Collateral on or prior to the aggregate. Any date of such Disposition or Involuntary Disposition, then no prepayment (or Cash Collateral) shall be required pursuant to this clause (i) shall be applied as set forth paragraph in clause (iv) belowrespect of such Net Cash Proceeds.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition received by the Loan Parties from all Dispositions pursuant to Section 7.05(f), (h), (i), (j) and (l) (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions than Permitted Transfers) and Involuntary Dispositions do not exceed of Collateral within ten (x10) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days Business Days of the date of such Disposition or Involuntary Disposition that are in excess of $10,000,000; provided that, other than with respect to Net Cash Proceeds received in connection with a Disposition or Involuntary Disposition of the Manufacturing Facility, if the Borrower or its Restricted Subsidiaries invest (yor commit to invest) on the Net Cash Proceeds from such event (or after the Combination Closing Date, (ia portion thereof) within twelve 12 months following after receipt of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (iiy) if with respect to which the Issuer or any Subsidiary enters into Administrative Agent, on behalf of the Secured Parties, shall have received a legally binding commitment first priority perfected security interest, then no prepayment shall be required pursuant to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt this paragraph in respect of such Net Cash Proceeds and (B) 180 days of the date in respect of such legally binding commitment; provided, that if at event (or the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any applicable portion of such Net Cash Proceeds, then if applicable) except to the Issuer may apply extent of any such portion of the Net Cash Proceeds on a pro rata basis therefrom that have not been so invested (as determined in accordance with Section 2.12 of or committed to be invested) by the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment end of such outstanding amounts12-month period (or if committed to be so invested within such 12-month period, plus accrued and unpaid interest thereonhave not been so invested within one hundred eighty (180) days after the 12-month period that follows receipt thereof), under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth at which time a prepayment shall be required in the preceding sentence with respect an amount equal to the such Net Cash Proceeds that have not been so invested (other than or committed to be invested); provided, further that, if (x) the De Minimis Borrower or a Restricted Subsidiary has identified Replacement Collateral in writing to the Lender Representative at least five (5) Business Days prior to the date of such Disposition Proceedsor Involuntary Disposition, and (y) the Administrative Agent, on behalf of the Secured Parties shall have received (or shall receive in excess connection with the closing of $10,000,000 such Disposition or Involuntary Disposition) a first priority perfected security interest in all such Replacement Collateral on or prior to the aggregate. Any date of such Disposition or Involuntary Disposition, then no prepayment (or Cash Collateral) shall be required pursuant to this clause (i) shall be applied as set forth paragraph in clause (iv) belowrespect of such Net Cash Proceeds.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions generating less than $200,000 of Net Cash Proceeds) and Involuntary Dispositions within five (5) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year of the Borrower is equal to or greater than $5,000,000 and (B) if, at the election of the Borrower (x) as notified by the Borrower to the Administrative Agent on or (yprior to the date of such Disposition or Involuntary Disposition), as applicable, the “De Minimis Disposition Proceeds”)such Loan Party (directly or through one or more of its Subsidiaries) apply 100% reinvests all or any portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets operating assets (xother than current assets) prior to the Combination Closing Date, within 90 365 days of the date of such Disposition or Involuntary Disposition (or to the extent it commits within such 365-day period to make such reinvestment, within one hundred eighty (y180) on or days after such 365-day period); provided, further, that, for purposes of the Combination Closing Dateforegoing clause (B), (i) within twelve months following receipt of if such Net Cash Proceeds or (ii) if shall have not been so reinvested by the Issuer or any Subsidiary enters into a legally binding commitment to reinvest end of such period(s), such Net Cash Proceeds shall be applied within twelve months following receipt thereof, within five (5) Business Days after the later of (A) twelve months following receipt last day of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required period to prepay the Lockheed Xxxxxx Senior Secured Notes (to Loans and/or Cash Collateralize the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (L/C Obligations as determined provided in accordance with this Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate2.05(b). Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (iviii) below.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans as provided in Section 2.05(b)(iii) in an aggregate amount equal to one hundred percent (and, in 100%) of the Net Cash Proceeds received by any eventLoan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions, within three (3) Business DaysDays of the date of such Disposition or such Involuntary Disposition; provided, that: (A) upon the receipt by any Note Party or any Subsidiary of Borrower shall not be required to prepay the Loans pursuant to this Section 2.05(b)(i) until the Net Cash Proceeds received by the Borrower and its Subsidiaries in connection with all Dispositions (other than Permitted Transfers) or Involuntary Dispositions in any fiscal year of any the Borrower is equal to or exceeds $10,000,000; and (B) such Net Cash Proceeds shall not be required to be so applied if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or such Involuntary Disposition (other thanDisposition), so long as no Default or Event of Default exists shall have occurred at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i)of such Disposition or such Involuntary Disposition or at the time of such reinvestment, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on Loan Party or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in such Subsidiary reinvests all or any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% portion of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within one hundred eighty (x180) prior to the Combination Closing Date, within 90 days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (y180)-day period to make such reinvestment, within one hundred eighty (180) on or days ​ ​ ​ ​ after the Combination Closing Datesuch one hundred eighty (180)-day period); provided, (i) within twelve months following receipt of further, that, if such Net Cash Proceeds or (ii) if shall have not been so reinvested by the Issuer or any Subsidiary enters into a legally binding commitment to reinvest end of such period(s), such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would shall be required, the Issuer is also required immediately applied to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (Loans as determined provided in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Term Loans as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers and other than any proceeds of any offerings of equity securities of the Borrower) and Involuntary Dispositions within five (5) days (or such later date agreed to by the Administrative Agent, but not to exceed thirty (30) days) of the date of such Disposition or Involuntary Disposition (other thanDisposition; provided, however, that so long as no Default or Event of Default exists at the time prepayment would otherwise shall have occurred and be required pursuant to this Section 2.07(b)(i)continuing, where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do shall not exceed be required to be so applied (xA) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, Borrower is equal to or greater than $500,000 and (B) at the Call Premium, if any, payable thereon, election of the Borrower (as notified by the Borrower to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) Administrative Agent on or prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (yDisposition) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds, then the Issuer may apply ; provided that if such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of shall have not been so reinvested such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be immediately applied as set forth in clause (iv) belowto prepay the Term Loans.

Dispositions and Involuntary Dispositions. The Issuer Borrowers shall promptly prepay the Term Loan and thereafter, all other Obligations in an aggregate amount equal to one hundred percent (and, in any event, within three (3100%) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (ivvii) below) excluding the proceeds of any Dispositions less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (a), (b) or (c) of Section 7.05. Notwithstanding the foregoing, if at the time of the receipt of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within 365 days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their respective Subsidiaries (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the BorrowerBorrowers may use such Net Cash Proceeds in the manner set forth in such certificate, provided, that, (A) such Net Cash Proceeds shall be held in a Controlled Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $2,000,000 in any Fiscal Year plus any insurance proceeds received in respect of any Disposition, (C) any assets so acquired shall be subject to the security interests under the Collateral Documents with not less than the same priority as the assets subject to such Disposition or Involuntary Disposition, and (D) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof, (2) the date that is five (5) Business Days after the date on which the Borrower Representative shall have notified the Administrative Agent of the Borrowers’ determination not to purchase such replacement assets with such Net Cash Proceeds, (3) the date on which an Event of Default set forth in Section 9.01(a) occurs, and (4) the date that is five (5) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower Representative during the continuance of any other Event of Default.

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.. (ii)

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any eventBorrower shall, within three (3) Business Days) upon Days after receipt thereof, prepay the receipt by any Note Party or any Subsidiary Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (ivvi) below) in excess of $1,000,000 in any Fiscal Year. Notwithstanding the foregoing, if at the time of the receipt or application of such Net Cash Proceeds no Event of Default has occurred and is continuing and the Borrower delivers to the Administrative Agent a certificate, executed by the Borrower’s chief financial officer, that it intends within one hundred eighty (180) days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries, to make Capital Expenditures or to repair or restore assets, in each case to the extent permitted hereunder, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate; provided, however, that, (A) such Net Cash Proceeds shall be held in a bank account subject to a Deposit Account Control Agreement until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, and (B) any such Net Cash Proceeds not so used within one hundred eighty day-period shall, on the first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vi) below and (C) any assets so acquired shall be subject to the security interests under the Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly (and, prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of any Disposition or Involuntary Disposition all Dispositions (other than, so long as no Default or Event of Default exists at than Involuntary Dispositions) to the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such extent that the Net Cash Proceeds of all such Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate received in any fiscal year exceed $500,000 as follows: ((xa) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 10050% of such Net Cash Proceeds with respect to prepay such Dispositions shall be applied to such prepayment immediately upon the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 Borrower's calculation of the Intercreditor Agreement, the Call Premium, if any, payable thereon, such Net Cash Proceeds (and in any event not later than 45 days of receipt of such Net Cash Proceeds) and (B) to the extent the remaining amount of such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 365 days of the date of such Disposition or Involuntary Disposition or (y) on or after Disposition, a prepayment in the Combination Closing Date, (i) within twelve months following receipt amount of such remaining Net Cash Proceeds or (ii) if shall be immediately due and payable upon the Issuer or any Subsidiary enters into a legally binding commitment expiration of such 365 day period. The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to reinvest such 100% of the Net Cash Proceeds within twelve months following receipt thereof, within of all Involuntary Dispositions to the later of (A) twelve months following receipt of such extent that the Net Cash Proceeds and (B) 180 from any such Involuntary Disposition are not reinvested in Eligible Assets within 365 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregateInvoluntary Disposition. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (ivvi) below.

Dispositions and Involuntary Dispositions. The Issuer Borrower shall promptly prepay the Loans (and, and permanently reduce the Facility) and/or Cash Collateralize the L/C Obligations as hereinafter provided in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary an aggregate amount equal to 100% of the Net Cash Proceeds of received by any Disposition Loan Party or Involuntary Disposition any Subsidiary from all Dispositions (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required than those Dispositions permitted pursuant to this Section 2.07(b)(iSections 7.05 (a), where such Net Cash Proceeds of Dispositions (b), (c) and (d)) and Involuntary Dispositions do not exceed within thirty (x30) prior to the Combination Closing Date, $1,000,000 and (y) on or days after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing DateDisposition; provided, (i) within twelve months following receipt of however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds or shall not be required to be so applied (iiA) if until the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such aggregate amount of the Net Cash Proceeds within twelve months following receipt thereof, within derived from any such Disposition or Involuntary Disposition in any fiscal year of the later of (A) twelve months following receipt of such Net Cash Proceeds Borrower is equal to or greater than $500,000 and (B) 180 days at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (Disposition or Involuntary Disposition) to the extent required by the NPAsuch Loan Party or such Subsidiary reinvests (or has made binding commitments to reinvest) with all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within three hundred and sixty (360) days after the receipt of such Net Cash Proceeds, then the Issuer may apply ; provided further that if such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) belowshall have not been so reinvested, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) they shall be immediately applied as set forth in clause to prepay the Loans (ivand permanently reduce the Facility) belowand/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Issuer shall promptly (and, in any event, within three (3) Business Days) upon If the receipt by any Note Party Borrower or any Subsidiary Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any Disposition fiscal year, the Borrower shall prepay, on or Involuntary Disposition prior to the date that is five (other than5) Business Days after the date of realization or receipt of such Net Cash Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that, at the election of the Borrower, and so long as no Default or Event of Default exists at shall have occurred and be continuing, the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where Borrower or such Guarantor may use all or any portion of such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed as Investments in (x) prior to any assets that shall be used in the Combination Closing Date, $1,000,000 business of the Borrower and its Subsidiaries or (y) on or after Equity Interests of any Person that, upon the Combination Closing Dateacquisition thereof, $3,000,000would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, in so long as (A) the aggregate in any fiscal year ((x) Borrower or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not Guarantor shall have reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters entered into a legally binding commitment an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within twelve months following receipt thereof, within 365 days after the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 such purchase shall have been consummated within 450 days of after the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion receipt of such Net Cash Proceeds; provided, then the Issuer may apply such portion of the further, however, that any Net Cash Proceeds on a pro rata basis (not so applied within such 365 or 450 day period, as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) belowapplicable, in each case, shall be promptly applied to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied Loans as set forth in clause (ivv) below.