Common use of Asset Sales; Casualty Events Clause in Contracts

Asset Sales; Casualty Events. If the Borrower or any Loan Party, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty (20) Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Parties.

Asset Sales; Casualty Events. If the Borrower or any Loan Party, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business)Basket, or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount greater of (x) 20% of the Fifth Amendment Effective Date EBITDA and (y) 20% of TTM Consolidated Adjusted EBITDA for any transaction or series of related transactionstransactions (and only amounts in excess of such minimum will be subject to the repayment provisions of this Section 2.07(b)(ii)), subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to or may reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the its Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the its Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the its Restricted Subsidiaries enters into a legally binding commitment commitment, or elects pursuant to the terms of a letter of intent, to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Parties.

Asset Sales; Casualty Events. If the Borrower or any Loan PartyIf, (A) Disposes after the Closing Date, the Parent or any Loan Party disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or, (B) after the Closing Date, any Casualty Event occurs with respect to property or assets constituting Collateraloccurs, which which, in either case case, results in the realization or receipt by the Borrower Parent or such Loan Party or Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount greater of 2.50% of Closing Date EBITDA and 2.50% of TTM Consolidated Adjusted EBITDA for any transaction or series of related transactions, subject to Sections 2.07(b)(v2.04(b)(iv) and 2.07(b)(vi), 2.04(b)(v) an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage 100% of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is Borrowers or Parent are required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt (including the Existing First Lien Term Loans and the Existing Senior Secured Notes) or other secured debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt or other secured debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower Borrowers or Parent may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii2.04(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, provided further that no prepayment shall be required pursuant to this Section 2.07(b)(ii2.04(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on Parent intends to or prior to such date, given written notice to the Administrative Agent of its intent to may reinvest in accordance with this Section 2.07(b)(ii2.04(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii2.04(b)(ii), at the option of the Borrower Parent or any of the Restricted Subsidiaries, the Borrower Parent or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in any assets used or useful for the business of the Borrower Parent and the Restricted Subsidiaries (1) within eighteen twelve months following receipt of such Net Cash Proceeds (or, if later, with respect to clause (C) above, twelve months following the Closing Date) or (2) if the Borrower Parent or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen twelve months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen twelve month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v2.04(b)(iv) and Section 2.07(b)(vi2.04(b)(v), an amount equal to the Asset Sale Prepayment Percentage 100% of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Partiesabove.

Asset Sales; Casualty Events. If the a Borrower or any Loan Party, , (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the US Borrower to be used or useful in its business), or or (B) any Casualty Event occurs with respect to property or assets constituting Collateralassets, which in either case results in the realization or receipt by the such Borrower or such Loan Party of Net Cash Proceeds, the Borrower Borrowers shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount $10,000,000 for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is Borrowers are required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower Borrowers may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Parties.proceeds

Asset Sales; Casualty Events. If On and after the Borrower or any Loan Party, Closing Date, not later than three (A3) Disposes Business Days following the receipt of any property or assets constituting Collateral pursuant to the General Net Cash Proceeds of any Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the realization or receipt by the Borrower Designated Company or such Loan Party any of Net Cash Proceedsits Restricted Subsidiaries, the Borrower shall prepay on or prior to the date which is twenty (20) Business Days after the date make prepayments of the realization or receipt Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Net Cash Proceeds in excess of the Minimum Threshold Amount for any transaction or series of related transactionsProceeds; provided, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay prepay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant repurchase: (i) Secured Term Loans, solely to the terms of extent that such Asset Sale constitutes a Specified Divestiture, then, after giving effect to any reinvestment rights exercised by any Co-Borrower or the documentation governing such Indebtedness with Designated Company under the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedSecured Term Loan Credit Agreement, “Other Applicable Indebtedness”), then the applicable Co-Borrower may shall apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Secured Term Loans at such time; provided, that the portion of such net proceeds allocated to the Secured Term Loans shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Short Term Loans pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment prepayment or repurchase of Other Applicable IndebtednessSecured Term Loans, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii2.10(c) shall be reduced accordingly accordingly, or (for purposes ii) (x) Secured Term Loans (together with any Permitted First Priority Refinancing Debt or any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the “Secured Obligations” under and as defined in the Secured Term Loan Credit Agreement), solely to the extent of an Asset Sale other than a Specified 1066931.03C-CHISR01A - MSW Divestiture or a Casualty Event, or (y) Revolving Credit Loans, then in the case of this proviso pro rata basis clause (ii), the Borrower shall apply such Net Cash Proceeds to the Indebtedness outstanding under clauses (x) and (y) above in accordance with the terms of the Secured Term Loan Documents and the Revolving Credit Loan Documents, respectively (after giving effect to any reinvestment rights exercised by the Borrower or the Designated Company thereunder), and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof (but subject to the terms, if any, of the Senior Note Documents that require such remaining Net Cash Proceeds to also be applied to repay, redeem or otherwise defease the Senior Notes, in which case such Net Cash Proceeds shall also be applied to the Senior Notes to the extent required under the Senior Note Documents (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness Senior Notes at such time; provided, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness Senior Notes shall not exceed the amount of such net proceeds Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness Senior Notes pursuant to the terms thereofof the Senior Note Documents, and the remaining amount, if any, of such net proceeds Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided), further, that to and the extent the holders amount of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date prepayment of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be would have otherwise been required pursuant to this Section 2.07(b)(ii2.10(c) shall be reduced accordingly; provided further that no such prepayment shall be required under this Section 2.10(c)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this any Asset Sale permitted by Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may 6.06 other than clauses (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(vb) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (IIi) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Partiesthereof.

Asset Sales; Casualty Events. If the Borrower or any Loan Party, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business)Basket, or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount $10,000,000 for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the its Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the its Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is no longer intended to be or cannot be so reinvested by such datesat any time after delivery of a notice of reinvestment election, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after the Borrower or such dates Loan Party reasonably determines that such amount is no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Parties.

Asset Sales; Casualty Events. If On and after the Borrower or any Loan Party, Closing Date, not later than three (A3) Disposes Business Days following the receipt of any property or assets constituting Collateral pursuant to the General Net Cash Proceeds of any Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the realization or receipt by the Borrower Designated Company or such Loan Party any of Net Cash Proceedsits Restricted Subsidiaries, the Borrower shall prepay on or prior to the date which is twenty (20) Business Days after the date make prepayments of the realization or receipt Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Net Cash Proceeds in excess of the Minimum Threshold Amount for any transaction or series of related transactionsProceeds; provided, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay prepay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant repurchase: (i) Secured Term Loans, solely to the terms of the documentation governing extent that such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required Asset Sale constitutes a Specified Divestiture, then, after giving effect to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then any reinvestment rights exercised by the Borrower may or the Designated Company under the Secured Term Loan Credit Agreement, the Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Secured Term Loans at such time; provided, that the portion of such net proceeds allocated to the Secured Term Loans shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Short Term Loans pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment prepayment or repurchase of Other Applicable IndebtednessSecured Term Loans, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii2.10(c) shall be reduced accordingly accordingly, or (for purposes ii) (x) Secured Term Loans (together with any Permitted First Priority Refinancing Debt or any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the “Secured Obligations” under and as defined in the Secured Term Loan Credit Agreement), solely to the extent of an Asset Sale other than a Specified Divestiture or a Casualty Event, or (y) Revolving Credit Loans, then in the case of this proviso pro rata basis clause (ii), the Borrower shall apply such Net Cash Proceeds to the Indebtedness outstanding under clauses (x) and (y) above in accordance with the terms of the Secured Term Loan Documents and the Revolving Credit Loan Documents, respectively (after giving effect to any reinvestment rights exercised by the Borrower or the Designated Company thereunder), and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof (but subject to the terms, if any, of the Senior Note Documents that require such remaining Net Cash Proceeds to also be applied to repay, redeem or otherwise defease the Senior Notes, in which case such Net Cash Proceeds shall also be applied to the Senior Notes to the extent required under the Senior Note Documents (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness Senior Notes at such time; provided, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness Senior Notes shall not exceed the amount of such net proceeds Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness Senior Notes pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of NonSenior Note 97 1120544.02G-Loan Parties.CHISR02A - MSW

Asset Sales; Casualty Events. If the Borrower or any Loan PartyRestricted Subsidiary, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which which, in either case case, results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of an amount equal to the Minimum Threshold Amount greater of $53,000,000 and 15.00% of LTM Consolidated Adjusted EBITDA for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Amendment No. 12 Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, provided further that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on intends to or prior to such date, given written notice to the Administrative Agent of its intent to may reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in any assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Parties.

Asset Sales; Casualty Events. If the Borrower or any Loan PartyRestricted Subsidiary, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which which, in either case case, results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of an amount equal to the Minimum Threshold Amount greater of 15.00% of Closing Date EBITDA (i.e. $21,750,000) and 15.00% of LTM Consolidated Adjusted EBITDA for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, provided further that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on intends to or prior to such date, given written notice to the Administrative Agent of its intent to may reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in any assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Parties.

Asset Sales; Casualty Events. If the Borrower or any Loan Party, (Aa) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (Bb) any Casualty Event occurs with respect to property or assets constituting Collateral, which which, in either case case, results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount greater of (I) 2.50% of Closing Date EBITDA and (II) 2.50% of TTM Consolidated Adjusted EBITDA for any transaction or series of related transactions, subject to Sections 2.07(b)(v2.04(b)(iv) and 2.07(b)(vi2.04(b)(v), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii2.04(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, provided further that no prepayment shall be required pursuant to this Section 2.07(b)(ii2.04(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on intends to or prior to such date, given written notice to the Administrative Agent of its intent to may reinvest in accordance with this Section 2.07(b)(ii2.04(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii2.04(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in any assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v2.04(b)(iv) and Section 2.07(b)(vi2.04(b)(v), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Partiesabove.

Asset Sales; Casualty Events. If the Borrower or any Loan Party, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its businessSection 7.05(f), (j), (p), (q) or (v) or (B) any Casualty Event occurs with respect to property or assets constituting any Collateral, which in either case results in the realization or receipt by the Borrower or such Loan Party of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is twenty ten (2010) Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount for any transaction or series of related transactionsProceeds, subject to Sections Section 2.07(b)(v) and 2.07(b)(vi(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage 100% of such all Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repay or repurchase or repay Pari Passu Lien Debt or Permitted Pari Passu Secured Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt or Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing thereof) required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, provided that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted SubsidiariesBorrower, the Borrower or any of its Restricted Subsidiaries may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to reinvest (Idirectly, or through one or more of its Restricted Subsidiaries) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the its Restricted Subsidiaries (1) within eighteen (18) months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen (18) months following receipt of such Net Cash Proceeds, no later than one hundred and eighty (180) days after the end of such eighteen (18) month period; provided that if any portion of such amount is no longer intended to be or cannot be so reinvested by such datesat any time after delivery of a notice of reinvestment election, and subject to Section 2.07(b)(v2.07(b) (v) and Section 2.07(b)(vi(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such dates Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Partiesabove.

Asset Sales; Casualty Events. If the a Borrower or any Loan Party, (A) Disposes of any property or assets constituting Collateral pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the US Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateralassets, which in either case results in the realization or receipt by the such Borrower or such Loan Party of Net Cash Proceeds, the Borrower Borrowers shall prepay on or prior to the date which is twenty (20) ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of the Minimum Threshold Amount $10,000,000 for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is Borrowers are required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower Borrowers may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the US Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the US Borrower or any of the Restricted Subsidiaries, the applicable Borrower or any of its Restricted Subsidiaries Subsidiary may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower Borrowers and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the a Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days six months after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (II) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Partiesabove.

Asset Sales; Casualty Events. If On and after the Borrower or any Loan Party, Closing Date, not later than three (A3) Disposes Business Days following the receipt of any property or assets constituting Collateral pursuant to the General Net Cash Proceeds of any Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets constituting Collateral, which in either case results in the realization or receipt by the Borrower Designated Company or such Loan Party any of Net Cash Proceedsits Restricted Subsidiaries, the Borrower shall prepay on or prior to the date which is twenty (20) Business Days after the date make prepayments of the realization or receipt Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Net Cash Proceeds in excess of the Minimum Threshold Amount for any transaction or series of related transactionsProceeds; provided, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to repay prepay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant repurchase: (i) Secured Term Loans, solely to the terms of extent that such Asset Sale constitutes a Specified Divestiture, then, after giving effect to any reinvestment rights exercised by any Co-Borrower or the documentation governing such Indebtedness with Designated Company under and as defined in the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedSecured Term Loan Credit Agreement, “Other Applicable Indebtedness”), then the applicable Co-Borrower may shall apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Secured Term Loans at such time; provided, that the portion of such net proceeds allocated to the Secured Term Loans shall not exceed the amount of such Net Cash Proceeds required to be allocated to the ShortSecured Term Loans pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds (such remaining amount for purposes of this clause (i), the “Remaining Net Cash Proceeds”) shall be allocated to, subject to the proviso below, to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment prepayment or repurchase of Other Applicable IndebtednessSecured Term Loans, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii2.10(c) shall be reduced accordingly accordingly, or; provided, further, that if at any time prior to the Springing Security Effective Date such prepayment would be required hereunder, any Loan Party is required to offer to repurchase any Senior Notes pursuant to the terms of the Senior Note Documents, then the Borrower shall apply the Remaining Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of such Senior Notes and Term Loans at such time; provided, that the portion of such net proceeds allocated to such Senior Notes shall not exceed the amount of such Remaining Net Cash Proceeds required to be allocated to the Senior Notes pursuant to the terms of the Senior Note Documents) to the prepayment of the Term Loans and to the repurchase of Senior Notes, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided, further, that any such Remaining Net Cash Proceeds offered to purchase 1066931.03C-XXXXX000000000.04-CHISR02A - MSW (ii) (x) Secured Term Loans (together with any Permitted First Priority Refinancing Debt or any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the “Secured Obligations” under and as defined in the Secured Term Loan Credit Agreement), solely to the extent of an Asset Sale other than a Specified Divestiture or a Casualty Event, or (y) Revolving Credit Loans, then in the case of this clause (ii), the Borrower shall apply such Net Cash Proceeds to the Indebtedness outstanding under clauses (x) and (y) above in accordance with the terms of the Secured Term Loan Documents and the Revolving Credit Loan Documents, respectively (after giving effect to any reinvestment rights exercised by the Borrower or the Designated Companyapplicable Loan Parties thereunder), and the remaining amount, if any, of such Net Cash Proceeds( such remaining amount for purposes of this proviso clause (ii), the “Remaining Net Cash Proceeds”) shall be allocated to the Term Loans in accordance with the terms hereof (but subject; provided, that if at any time prior to the Springing Security Effective Date that any such prepayment would be required hereunder, any Loan Party is required to offer to repurchase any Senior Notes pursuant to the terms, if any, of the Senior Note Documents that require such remaining, then the Borrower shall apply the Remaining Net Cash Proceeds to also be applied to repay, redeem or otherwise defease the Senior Notes, in which case such Net Cash Proceeds shall also be applied to the Senior Notes to the extent required under the Senior Note Documentson a pro rata basis shall be (determined on the basis of the aggregate outstanding principal amount of the Term Loans andsuch Senior Notes and Other Applicable Indebtedness Term Loans at such time; provided, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness thesuch Senior Notes shall not exceed the amount of such net proceeds Remaining Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness Senior Notes pursuant to the terms thereofof the Senior Note Documents, and the remaining amount, if any, of such net proceeds Net Cash Proceeds shall be allocated to) to the prepayment of the Term Loans in accordance with the terms hereof)hereof))and to the repurchase of Senior Notes, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided, further, that any such Remaining Net Cash Proceeds offered to the extent purchase Senior Notes and declined by the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, Senior Notes in accordance with the declined amount terms of the Senior Note Documents shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans no later than three (3) Business Days following the settlement date for the repurchase of Senior Notes set forth in accordance with the terms hereofSenior Note Documents; provided, further, provided further that no such prepayment shall be 1066931.03C-XXXXX000000000.04-CHISR02A - MSW required pursuant to under this Section 2.07(b)(ii2.10(c)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this any Asset Sale permitted by Section 2.07(b)(ii). With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of this Section 2.07(b)(ii), at the option of the Borrower or any of the Restricted Subsidiaries, the Borrower or any of its Restricted Subsidiaries may 6.06 other than clauses (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (1) within eighteen months following receipt of such Net Cash Proceeds or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen months following receipt of such Net Cash Proceeds, no later than one hundred and eighty days after the end of such eighteen month period; provided that if any portion of such amount is not so reinvested by such dates, subject to Section 2.07(b)(vb) and Section 2.07(b)(vi), an amount equal to the Asset Sale Prepayment Percentage of any such Net Cash Proceeds shall be applied within five Business Days after such dates to the prepayment of the Term Loans and Other Applicable Indebtedness as set forth above or (IIi) apply such Net Cash Proceeds to permanently repay indebtedness of Non-Loan Partiesthereof.