Common use of Certain Proceeds of Asset Sales Clause in Contracts

Certain Proceeds of Asset Sales. If during any fiscal year of the Company, Holdings or any of its Subsidiaries receives cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating $5,000,000 or more for such fiscal year or Section 7.02(h), not later than the Business Day following the date of receipt of Net Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in the case of Section 7.02(h)) in accordance with Section 2.16(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company notifies the Agents of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries during such 360 day period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company so indicates such reinvestment will take place. If at the end of any such 360 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestment.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in (other than Asset Sales permitted by Section 7.02(f7.02(b), (h) aggregating through (j) and (l) through (o)) of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,500,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business constituting Collateral (including interests in real propertyother than inventory) of Holdings or any of and its Subsidiaries during within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 day perioddays following receipt of such Net Cash Proceeds), then no such prepayment shall be required required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the extent prepayment of the amount of such Net Cash Proceeds Loans as to which the Company so indicates such reinvestment will take placeprovided in ‎Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period period, as applicable) any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of Holdings, the Company, Holdings or any of its Credit Parties and their Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described (other than any Asset Sale made pursuant to Section 7.2(e)) in Section 7.02(f) aggregating excess of $5,000,000 or more for such fiscal year or Section 7.02(h)5,000,000, not later than the Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of all of the Net Cash Proceeds then received in excess shall be applied as a mandatory prepayment of such amount (or equal to such amount in the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.12(c) below; providedprovided that, that (A) with respect to any Asset Sale of domestic United States operating assets, if the Borrower provides the Administrative Agent, within 20 days of the occurrence of such Asset Sale, with a written notice of the applicable Credit Party’s or the applicable Subsidiary’s election to use such Net Cash Proceeds to replace such operating assets with substantially similar United States operating assets, so long as no Default or Event of Default shall have occurred and be continuingin existence, and (B) the Company notifies the Agents of the amount and nature thereof and of its intention to reinvest all or a portion no prepayment of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries during such 360 day period, then no such prepayment shall be required due under this Section 2.12(b)(iv) (it being understood that (X) any applicable Net Cash Proceeds not used to replace such operating assets shall be paid to the extent Administrative Agent and applied in accordance with the foregoing provisions of this Section 2.12(b)(iv) at the amount earlier of (A) such time as such Credit Party or such Subsidiary decides not to use such Net Cash Proceeds to so replace such operating assets or (B) the 270th day (or such later day as consented to which by the Company so indicates such reinvestment will take place. If at Administrative Agent in its reasonable credit judgment) following the end of any such 360 day period any portion occurrence of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (xSale) 2.50 to 1.00 and (yY) the actual Leverage Ratio any proceeds being held for reinvestment shall be deposited into a deposit account for such purposes which is maintained with a Lender and subject to a Control Agreement and only removed as of the end of needed to replace or restore such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(doperating assets), without reinvestment.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating an aggregate amount at least equal to $5,000,000 or more for such fiscal year or Section 7.02(h)10,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 6.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in the case of Section 7.02(h)) full, Unpaid Drawings and, third, after Unpaid Drawings have been paid in accordance with Section 2.16(d) below; full, General Revolving Loans provided, that (Ai) if no Default under section 11.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding Swing Line Revolving Loans and General Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 6.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the Company, Holdings or any of its Subsidiaries receives cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating $5,000,000 or more for such fiscal year or Section 7.02(h), not later than the Business Day following the date of receipt of Net Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in the case of Section 7.02(h)) in accordance with Section 2.16(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company notifies the Agents of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries during such 360 day period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company so indicates such reinvestment will take place. If at the end of any such 360 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestment. The proceeds of the Old World Headquarters Disposition are deemed to have been reinvested for the prior acquisition of the land with respect to the New World Headquarters for purposes of the foregoing reinvestment provisions.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in (other than Asset Sales permitted by Section 7.02(f7.02(b), (h) aggregating through (j) and (l) through (o)) of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,500,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business constituting Collateral (including interests in real propertyother than inventory) of Holdings or any of and its Subsidiaries during within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 day perioddays following receipt of such Net Cash Proceeds), then no such prepayment shall be required required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the extent prepayment of the amount of such Net Cash Proceeds Loans as to which the Company so indicates such reinvestment will take placeprovided in ‎Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period period, as applicable) any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided to the extent required above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestment.66

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale, shall be applied as a mandatory prepayment of principal of the case of Section 7.02(h)) in accordance with Section 2.16(d) belowoutstanding General Revolving Loans; provided, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures and/or proposed Permitted Acquisitions during the following six months, and (Biii) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures and proposed Permitted Acquisitions during such 360 day six month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If at the end of any such 360 day six month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding General Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 5.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during at any fiscal year of time following the Company, Holdings Closing Date the Borrowers or any of its their respective Material Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating an aggregate amount at least equal to $5,000,000 or more for such fiscal year or Section 7.02(h)25,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 7.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal from any Asset Sale, shall be applied as a mandatory prepayment of principal of, first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in full, Domestic Revolving Loans and Canadian Revolving Loans in such proportionate amounts as each of the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to such amount in the case of Section 7.02(h)) in accordance with Section 2.16(d) belowTotal Revolving Commitment; provided, that (Ai) if no Default under section 12.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers and their Material Subsidiaries have expected Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company notifies Borrowers notify the Administrative Agents of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrowers so indicates indicate that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the outstanding Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 7.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)1,000,000, not later than the fifth Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to from any such amount in Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower notifies the Agents of the amount and nature thereof and Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries Capital Expenditures during such 360 day period12-month period and of the amount and nature thereof, then no such prepayment shall be required to if the extent of the amount of Borrower immediately deposits such Net Cash Proceeds as to in a cash collateral deposit account over which the Company Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing; provided further, any Net Cash Proceeds received by a Credit Party as a result of the Borrower’s sale of its owned Real Property located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx, shall not be applied to any prepayment pursuant to or included as Net Cash Proceeds from Asset Sales under this Section 2.13(c)(iv) and any such Net Cash Proceeds shall be retained by such Credit Party. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below. If at the end of any such 360 day 12-month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyU.S. Borrower, Holdings the U.S. Borrower or any of its Subsidiaries receives Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in (other than any Directed Divestment) of at least $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(f7.02(a), (b), (c), (f), (i) aggregating $5,000,000 or more for such fiscal year or Section 7.02(hand (j)), not later than the fifth (5th) Business Day following the date of receipt of Net any Cash Proceeds in excess of such amountamount (the “Excess Asset Sale Proceeds”), (x) the Company or EMEA Borrower shall prepay the applicable Borrower will make a prepayment principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to 100% of the Net Cash Proceeds then received in excess its Applicable Prepayment Portion of such amount (or equal to such amount in the case of Section 7.02(h)) Excess Asset Sale Proceeds in accordance with Section 2.16(d2.13(d) below; provided, provided that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Applicable Borrower notifies the Agents of the amount and nature thereof and of its intention Administrative Agent that it intends to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business within 365 days following receipt of such Net Cash Proceeds or, if (including interests in real propertyX) of Holdings or any of its Subsidiaries during the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such 360 day periodNet Cash Proceeds in assets useful in the business within 365 days of receipt thereof, then within 180 days of the date of such legally binding commitment, such notice to describe the amount and nature of such reinvestment, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company so indicates such reinvestment will take placerequired. If at by the end of any such 360 day period deadline specified in the proviso in the preceding sentence, any portion of such Net Cash Excess Asset Sale Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the actual Leverage Ratio as U.S. Borrower shall prepay the principal amount of the end U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of such most recent four quarter period, Excess Asset Sale Proceeds to the Company or the applicable Borrower extent required above. Any such 112 prepayments shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities Loans as provided in accordance with Section 2.16(d), without reinvestment2.13(d) below.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)3,000,000, exclusive of any Asset Sale involving only the sale of the Borrower's Heisxxx Xxxd facility, including land, improvements and associated property, THEN not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to from any such amount in Asset Sale, shall be applied as a mandatory prepayment of principal of the case of Section 7.02(h)) in accordance with Section 2.16(d) belowoutstanding Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates such reinvestment will take placebe so reinvested. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 5.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h2,000,000 (excluding up to $6,000,000 of Net Cash Proceeds of any Asset Sale constituting the disposition of CAH), not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.12(c) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Company Borrower notifies the Agents of the amount and nature thereof and Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets used or useful in the business (including interests in real property) of Holdings or any of Borrower and/or its Subsidiaries during within three hundred sixty-five (365) days after the date of such 360 Asset Sale, or enters into a binding commitment thereof within said three hundred sixty-five (365) day period and subsequently makes such reinvestment within one hundred eighty (180) days following such three hundred sixty-five (365) day period, then no such prepayment shall be required to if the extent of the amount of Borrower immediately deposits such Net Cash Proceeds as to in a deposit account over which the Company Administrative Agent has control and which constitutes part of the Collateral under the Security Documents. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.12(c) below. If at the end of any such 360 365 day period or, if applicable, such additional 180 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyParent, Holdings or any of the Parent and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)1,000,000, not later than the fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that no such mandatory prepayment shall be required in respect of Asset Sales permitted by Sections 7.02(c) and 7.02(e), and provided further that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company notifies Parent and its Subsidiaries have scheduled Consolidated Capital Expenditures during the Agents following 180 days, (C) the Borrowers notify the Administrative Agent of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 180 day periodperiod and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.13(c)(v) does not exceed $10,000,000, then no such prepayment shall be required to if the extent of the amount of Borrowers immediately deposit such Net Cash Proceeds as to in a cash collateral deposit account over which the Company Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall disburse amounts from such cash collateral deposit account to or at the direction of the Borrowers for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below. If at the end of any such 360 180-day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the extent required above and such prepayment of the Credit Facilities shall applied in accordance with Section 2.16(d), without reinvestment2.13(d) below.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h2,000,000 (excluding up to $6,000,000 of Net Cash Proceeds of any Asset Sale constituting the disposition of CAH), not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d‎Section 2.12(c) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Company Borrower notifies the Agents of the amount and nature thereof and Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets used or useful in the business (including interests in real property) of Holdings or any of Borrower and/or its Subsidiaries during within three hundred sixty-five (365) days after the date of such 360 Asset Sale, or enters into a binding commitment thereof within said three hundred sixty-five (365) day period and subsequently makes such reinvestment within one hundred eighty (180) days following such three hundred sixty-five (365) day period, then no such prepayment shall be required to if the extent of the amount of Borrower immediately deposits such Net Cash Proceeds as to in a deposit account over which the Company Administrative Agent has control and which constitutes part of the Collateral under the Security Documents. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.12(c) below. If at the end of any such 360 365 day period or, if applicable, such additional 180 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrowers, Holdings or any of its the Borrowers and the Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating an aggregate amount at least equal to $5,000,000 or more for such fiscal year or Section 7.02(h)5,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of FIRST, Swing Line Revolving Loans and, SECOND, after Swing Line Revolving Loans have been paid in the case of Section 7.02(h)) in accordance with Section 2.16(d) belowfull, General Revolving Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers and the Subsidiaries have expected Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company notifies Borrowers notify the Agents Administrative Agent of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrowers so indicates indicate that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the Loans, outstanding Swing Line Revolving Loans and General Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 5.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)5,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower and its Subsidiaries have committed to reinvest such Net Cash Proceeds in the acquisition of assets useful to the business of Borrower and its Subsidiaries within 365 days of receipt of such Net Cash Proceeds, and if so committed to reinvestment pursuant to a legally binding contract within such 365-day period, reinvested within 180 days after the end of such 365-day period, and (C) the Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 365 day period, then no such prepayment shall be required required. Any amounts not so applied to such reinvestment or as provided in Section 8.03 shall be applied to the extent prepayment of the amount of such Net Cash Proceeds Loans as to which the Company so indicates such reinvestment will take placeprovided in Section 2.13(d) below. If at the end of any such 360 365 day (or 545-day) period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year Fiscal Year of the CompanyBorrower, Holdings or the Borrower and any of its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year Fiscal Year from one or more Asset Sales described in Section 7.02(f) aggregating of more than $5,000,000 or more for such fiscal year or Section 7.02(h)20,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that if (A) if no Default or Event of Default shall have occurred and be continuing, or would result therefrom (both at the date of receipt of such excess Net Cash Proceeds and the date the Borrower or such Subsidiary reinvests), (B) the Company Borrower notifies the Agents Administrative Agent promptly following the receipt of such excess Net Cash Proceeds that the amount and nature thereof and Borrower or any of its intention Subsidiaries intends to reinvest or commit to reinvest all or a portion of such excess Net Cash Proceeds in assets used or useful in the business of the Credit Parties and (including interests in real propertyC) of Holdings the Borrower or any of its Subsidiaries during reinvests (or enter into a binding commitment to reinvest) such 360 day periodexcess Net Cash Proceeds within 365 days following the receipt thereof, then no such prepayment shall be required to the extent in respect of the amount portion of such excess Net Cash Proceeds as so reinvested (or committed to which the Company so indicates such reinvestment will take placebe reinvested). If at the end of any such 360 day the period specified above any portion of such excess Net Cash Proceeds in excess of $2,500,000 has not been so reinvested or committed to be reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding to the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), extent required above (or in the Leverage Ratio case of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to a commitment entered into in such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter 365-day period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of extent not actually reinvested in the Credit Facilities in accordance with Section 2.16(d180 days following such initial 365 day period), without reinvestment.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)1,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.11(c) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Company Borrower notifies the Agents of the amount and nature thereof and Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets used or useful in the business (including interests in real property) of Holdings or any of Borrower and/or its Subsidiaries during the 180 day period following such 360 day periodAsset Sale, then no such prepayment shall be required to if the extent of the amount of Borrower immediately deposits such Net Cash Proceeds as to in a deposit account over which the Company Administrative Agent has control and which constitutes part of the Collateral under the Security Documents. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.11(c) below. 44 Exhibit 10.14 If at the end of any such 360 180 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the Company, Holdings or any of the Company and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h), 10,000,000 not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of principal of first, the case of Section 7.02(h)) in accordance with Section 2.16(d) belowoutstanding Term Loans and second, after no Term Loans are outstanding, the outstanding Revolving Loans; provided, that (Ai) if no Default under section 10.1(a) or Event of Default shall have has occurred and be is continuing, (ii) the Company and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company so indicates such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the principal of first, the outstanding Term Loans, and second, after no Term Loans are outstanding, the outstanding Revolving Loans, as provided above, in an amount, conforming to the requirements as to amount of partial prepayments contained in section 5.1, at least equal to such remaining amount. Notwithstanding Prepayments of the foregoing, if, with respect to any Asset Sales Term Loans pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (xthis section 5.2(h) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment Scheduled Repayments in inverse order of the Credit Facilities in accordance with Section 2.16(d), without reinvestmenttheir maturity.

Certain Proceeds of Asset Sales. If during at any fiscal year of time following the CompanyClosing Date the Borrowers, Holdings GTG Intangible or any of its their respective Material Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating an aggregate amount at least equal to $5,000,000 or more for such fiscal year or Section 7.02(h)25,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal from any Asset Sale, shall be applied as a mandatory prepayment of principal of first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in full, Domestic Revolving Loans and Canadian Revolving Loans in such proportionate amounts as each of the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to such amount in the case of Section 7.02(h)) in accordance with Section 2.16(d) belowTotal Commitment; provided, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers, GTG Intangible and their Material Subsidiaries have expected Combined Capital Expenditures during the following 12 months, and (Biii) the Company notifies Borrowers notify the Administrative Agents of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Combined Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrowers so indicates indicate that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the outstanding Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 5.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in (other than Asset Sales permitted by Section 7.02(f7.02(b), (h) aggregating through (j) and (l) through (o)) of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,500,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business constituting Collateral (including interests in real propertyother than inventory) of Holdings or any of and its Subsidiaries during within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 day perioddays following receipt of such Net Cash Proceeds), then no such prepayment shall be required required. Any amounts not so applied to such reinvestment or as provided in Section 8.03 shall be applied to the extent prepayment of the amount of such Net Cash Proceeds Loans as to which the Company so indicates such reinvestment will take placeprovided in Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period period, as applicable) any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)1,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (from any Asset Sale, shall be applied as a mandatory prepayment of principal which shall be allocated 40% to the outstanding Term Loans and 60% to the outstanding General Revolving Loans, with any amount remaining which cannot be so allocated because Term Loans or equal to such amount General Revolving Loans are not outstanding in the case amount which would be allocated thereto being applied to the prepayment of Section 7.02(h)(x) in accordance with Section 2.16(dFIRST, the then outstanding Term Loans and (y) belowSECOND, once no Term Loans remain outstanding, the then outstanding General Revolving Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following six months, and (Biii) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day six month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If at the end of any such 360 day six month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 5.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)1,000,000, not later than the fifth Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to from any such amount in Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower notifies the Agents of the amount and nature thereof and Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries Capital Expenditures during such 360 day period12-month period and of the amount and nature thereof, then no such prepayment shall be required to if the extent of the amount of Borrower immediately deposits such Net Cash Proceeds as to in a cash collateral deposit account over which the Company Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing; provided further, any Net Cash Proceeds received by a Credit Party as a result of the Borrower’s sale of its owned Real Property located at 100 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx, shall not be applied to any prepayment pursuant to or included as Net Cash Proceeds from Asset Sales under this Section 2.13(c)(iv) and any such Net Cash Proceeds shall be retained by such Credit Party. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below. If at the end of any such 360 day 12-month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating $5,000,000 or more for an aggregate amount exceeding 10% of the Borrower's Consolidated Net Worth at the beginning of such fiscal year or Section 7.02(h)year, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of principal of, FIRST, the outstanding loans, if any, under the Bridge Facility Agreement, and, SECOND, the then outstanding General Revolving Loans; PROVIDED that if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing and the making of such prepayment of General Revolving Loans at such time would result in an obligation on the part of the Borrower to make a breakage payment in respect thereof under section 2.11 (which has not been waived by the Required Lenders), the Borrower may upon notice to the Administrative Agent (a copy of which notice the Administrative Agent shall promptly transmit to each affected Lender) postpone making such prepayment for a period of up to 30 days, or equal to such amount shorter period as will result in the case of Section 7.02(h)) in accordance with Section 2.16(d) belowno such breakage payment being payable; providedand PROVIDED, FURTHER, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following six months, and (Biii) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries during such 360 day period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company so indicates such reinvestment will take place. If at the end of any such 360 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestment.such

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of and only if the Borrower's obligations under the Senior Facility have been fully satisfied and all lending commitments thereunder terminated, the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)1,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 4.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale, shall be applied as a mandatory prepayment of principal of the case of Section 7.02(h)) in accordance with Section 2.16(d) belowoutstanding General Revolving Loans; provided, that if (Ai) if no Default or Event of Default shall have occurred and be continuing, (ii) the aggregate unpaid principal sum of the Loans does not exceed the sum of (x) $20,000,000, plus (y) and counterparts hereof as so executed shall have been delivered to the Lender; the aggregate principal amount of any outstanding Discretionary Advances, (iii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biv) the Company Borrower notifies the Agents Lender of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding General Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 4.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application remaining amount. The remainder of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment Section 4.2 of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentAgreement shall remain as originally written.

Certain Proceeds of Asset Sales. (i) If the Borrower and its Subsidiaries shall have received Net Cash Proceeds from one or more Asset Sales (other than the sale of assets in connection with the Permitted Asset Securitization) consummated during any fiscal year of the Company, Holdings or any Borrower in an aggregate amount greater than 10% of its Subsidiaries receives cumulative the Borrower's Consolidated Net Worth as of the end of the preceding fiscal year (such excess being hereinafter referred to as the "Excess Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating $5,000,000 or more for such fiscal year or Section 7.02(hProceeds"), then, not later than the third Business Day following the date of receipt of such Excess Net Cash Proceeds in excess of such amountProceeds, the Company or Borrower shall pay to the applicable Borrower will make a prepayment of the Loans in Administrative Agent an amount equal (conforming to 100% the requirements as to the amount of the Net Cash Proceeds then received partial prepayments contained in excess of such amount (or section 5.1) at least equal to such Excess Net Cash Proceeds. The amount in so paid to the case Administrative Agent shall be applied as a mandatory prepayment of Section 7.02(h)) in accordance with Section 2.16(d) belowprincipal of General Revolving Loans; providedPROVIDED, that (A) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, the Borrower and (B) its Subsidiaries expect Consolidated Capital Expenditures to be made during the Company following 12 months, and the Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Excess Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12-month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If If, at the end of any such 360 day period 12-month period, any portion of such Excess Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will shall immediately make a prepayment of the Loans, outstanding General Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 5.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding Loans, and after the Loans have been repaid in the case of Section 7.02(h)) in accordance with Section 2.16(d) belowfull, Unpaid Drawings; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (B) iiiA the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding Loans as provided aboveabove in an amount, conforming to the requirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall will not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the make a prepayment in connection with its sale of the Credit Facilities property identified on Annex VIII, nor will the Total Commitment be reduced in accordance connection with Section 2.16(d), without reinvestmentsuch sale.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating an aggregate amount at least equal to $5,000,000 1,000,000, or more for such fiscal year if the Borrower or Section 7.02(h)any of its Subsidiaries receives any Net Cash Proceeds from Asset Sales relating to the Bodenfelde Facility or the Solvent Recovery Business, then not later than the third Business Day following the date of receipt of any Table of Contents Net Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount amount, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal from any Asset Sale, shall be applied as a mandatory prepayment of principal of first, the outstanding Term Loans, with the amount of such payment being applied to such amount the Scheduled Repayments in inverse order of maturity, second, after no Term Loans are outstanding, the case of Section 7.02(h)) Swing Line Revolving Loans and, third, after Swing Line Revolving Loans have been paid in accordance with Section 2.16(d) below; full, Unpaid Drawings and, fourth, after Unpaid Drawings have been paid in full, General Revolving Loans provided, that (Ai) if no Default under section 11.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, outstanding Swing Line Revolving Loans and General Revolving Loans as provided aboveabove in an amount at least equal to such remaining amount. Notwithstanding any of the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(hprovisions of this section 6.2(f), the Leverage Ratio 100% of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if from the remaining sale of the Solvent Recovery Business and the Bodenfelde Facility (and not just the amount of such Net Cash Proceeds are excess of $1,000,000) will be applied to the prepayment of the Credit Facilities Term Loans and may not be reinvested in accordance with Section 2.16(d), without reinvestmentConsolidated Capital Expenditures.

Certain Proceeds of Asset Sales. If during any fiscal year of the Company, Holdings or any of its the Credit Parties or their respective Subsidiaries receives has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company notifies Borrowers and their Subsidiaries have scheduled Capital Expenditures during the Agents following 180 days and (C) the Borrowers notify the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Capital Expenditures during such 360 180-day period, then no such prepayment shall be required to if the extent of the amount of Borrowers immediately deposit such Net Cash Proceeds as to in a cash collateral deposit account over which the Company Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrowers for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below. If at the end of any such 360 180-day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.

Certain Proceeds of Asset Sales. If during at any fiscal year of time following the Company, Holdings Closing Date the Borrowers or any of its their respective Material Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating an aggregate amount at least equal to $5,000,000 or more for such fiscal year or Section 7.02(h)25,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Company or requirements as to the applicable Borrower will make a prepayment amount of the Loans partial prepayments contained in an amount section 7.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of, first, Domestic Term Loans (or equal applied to the principal installments of the Domestic Term Loans in their inverse order of maturity), second, after Domestic Term Loans have been paid in full, Swing Line Revolving Loans and, third, after Swing Line Revolving Loans have been paid in full, Domestic Revolving Loans and Canadian Revolving Loans in such amount in proportionate amounts as each of the case of Section 7.02(h)) in accordance with Section 2.16(d) belowTotal Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to the Total Revolving Commitment; provided, that (Ai) if no Default under section 12.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers and their Material Subsidiaries have expected Consolidated Capital Expenditures during the following 12 months, and (Biii) the Company notifies Borrowers notify the Administrative Agents of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets used or useful in the business (including interests in real property) of Holdings or any of its Subsidiaries such Consolidated Capital Expenditures during such 360 day 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrowers so indicates indicate that such reinvestment will take place. If at the end of any such 360 day 12 month period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the outstanding Domestic Term Loans, Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above. Notwithstanding above in an amount, conforming to the foregoingrequirements as to amount of prepayments contained in section 7.1, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior at least equal to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentamount.

Certain Proceeds of Asset Sales. If during any fiscal year Fiscal Year of the CompanyBorrower, Holdings or the Borrower and any of its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year Fiscal Year from one or more Asset Sales described in Section 7.02(f) aggregating of more than $5,000,000 or more for such fiscal year or Section 7.02(h)20,000,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d‎Section 2.13(d) below; provided, that if (A) if no Default or Event of Default shall have occurred and be continuing, or would result therefrom (both at the date of receipt of such excess Net Cash Proceeds and the date the Borrower or such Subsidiary reinvests), (B) the Company Borrower notifies the Agents Administrative Agent promptly following the receipt of such excess Net Cash Proceeds that the amount and nature thereof and Borrower or any of its intention Subsidiaries intends to reinvest or commit to reinvest all or a portion of such excess Net Cash Proceeds in assets used or useful in the business of the Credit Parties and (including interests in real propertyC) of Holdings the Borrower or any of its Subsidiaries during reinvests (or enter into a binding commitment to reinvest) such 360 day periodexcess Net Cash Proceeds within 365 days following the receipt thereof, then no such prepayment shall be required to the extent in respect of the amount portion of such excess Net Cash Proceeds as so reinvested (or committed to which the Company so indicates such reinvestment will take placebe reinvested). If at the end of any such 360 day the period specified above any portion of such excess Net Cash Proceeds in excess of $2,500,000 has not been so reinvested or committed to be reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding to the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), extent required above (or in the Leverage Ratio case of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to a commitment entered into in such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter 365-day period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of extent not actually reinvested in the Credit Facilities in accordance with Section 2.16(d180 days following such initial 365 day period), without reinvestment.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)500,000, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.11(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) within 180 days of receipt of such Net Cash Proceeds, the Company notifies Borrower shall have delivered to the Agents of Lender a certificate signed by a Responsible Officer notifying the amount and nature thereof and Lender of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used or that are useful in the business (including interests in real property) of Holdings or any the Borrower within 365 days of its Subsidiaries during receipt of such 360 day periodNet Cash Proceeds and the amount and nature of such intended reinvestment, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Company Borrower so indicates such reinvestment will take place. If at the end of any such 360 365 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding anything to the foregoingcontrary, if, with respect to any Asset Sales pursuant to Section 7.02(h)so long as no Default or Event of Default is continuing, the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (xprepayments described in this Section 2.11(c)(v) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required with respect to repay up to an amount equal to 75% the first $500,000 of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities received in accordance with any fiscal year from Asset Sales permitted under Section 2.16(d7.02(d), without reinvestment.

Certain Proceeds of Asset Sales. If Subject to the terms of the Intercreditor Agreement, if during any fiscal year of the Company, Holdings or any of the Company and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described at any time a U.S. Cash Dominion Period or a Dutch Cash Dominion Period is in effect (excluding (A) any Asset Sales of any property permitted by Section 7.02(f7.05 (other than clause (b) aggregating $5,000,000 thereof) and (B) any Asset Sales of Term Priority Collateral so long as (x) the Term Loan Credit Agreement is in effect and (y) the Net Cash Proceeds are used, or more for such fiscal year or Section 7.02(hare required to be used within 10 Business Days of receipt, to make mandatory prepayments under the Term Loan Credit Agreement), not later than the fifth Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Loans in accordance with Section 2.16(d2.13(a) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Company notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in operating assets used or useful in the business (including interests in real property) within 365 days of Holdings or any of its Subsidiaries during such 360 day periodreceipt thereof, then no such prepayment shall be required to if the extent of the amount of Company immediately deposits such Net Cash Proceeds as to in a cash collateral deposit account over which the Administrative Agent with respect to Net Cash Proceeds of Asset Sales of ABL Priority Collateral of any U.S. Credit Party, or the Foreign Collateral Agent with respect to Net Cash Proceeds of Asset Sales of property or assets of any Dutch Credit Party, shall have control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the Company may use such Net Cash Proceeds for application towards the costs associated with such reinvestment. Any amounts not so indicates applied to such reinvestment will take placeor as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(c) below. If at the end of any such 360 365 day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower Borrowers will immediately make a prepayment of the Loans, as provided to the extent required above; provided, however, if the Company has entered into a binding commitment to reinvest such Net Cash Proceeds within such 365 day period, the Borrowers may make such reinvestment within the 180 period following the expiration of the initial 365 day period. Notwithstanding the foregoing, if, with With respect to any proceeds of Asset Sales pursuant to Section 7.02(h)of assets and property constituting Term Priority Collateral, the Leverage Ratio after payment in full of the Company Term Loan Facility and its Subsidiaries as termination of the end Term Loan Facility, subject to the above reinvestment rights, such proceeds shall be applied to reduce the principal balance of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as U.S. Revolving Loans in the case of the end proceeds of such most recent four quarter periodassets and property of U.S. Credit Parties and (z) the Dutch Revolving Loans in the case of proceeds of such assets and property of Dutch Credit Parties which are Foreign Subsidiaries, and upon such application, a Reserve shall be established, against the Company U.S. Borrowing Base or the applicable Borrower shall not be required to repay up to Dutch Borrowing Base, as applicable, in an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied proceeds so applied, and, subject to the prepayment conditions of borrowing set forth in this Agreement, the Credit Facilities applicable Borrower may request Revolving Loans for reinvestment purposes otherwise in accordance with (and subject to all of the conditions and limitations of) this Section 2.16(d2.13(b)(iii), without reinvestment.

Certain Proceeds of Asset Sales. If during any fiscal year of the CompanyBorrower, Holdings or any of the Borrower and its Subsidiaries receives have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales described in Section 7.02(f) aggregating of at least $5,000,000 or more for such fiscal year or Section 7.02(h)2,000,000 and any Term Loans are outstanding, not later than the third Business Day following the date of receipt of Net any Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount (or equal to such amount in from any Asset Sale shall be applied as a mandatory prepayment of the case of Section 7.02(h)) Term Loans in accordance with Section 2.16(d2.13(d) below; provided, that no such prepayment shall be required if (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Company Borrower and its Subsidiaries propose to make Consolidated Capital Expenditures during the following 180 days and (C) the Borrower notifies the Agents Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets used such Consolidated Capital Expenditures during such 180-day period. Notwithstanding the foregoing, no mandatory prepayments will be required in connection with any Net Cash Proceeds received or useful in to be received by the business (including interests in real property) of Holdings Borrower or any of its Subsidiaries during such 360 day period, then no such prepayment shall be required to in connection with the extent of the amount of such Net Cash Proceeds as to which the Company so indicates such reinvestment will take placeAmpac-ISP Sale. If at the end of any such 360 180-day period any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Term Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the prepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestmentextent required above.