Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

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

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower Prepayment will prepay the Term Loans (if any) be made on the fifth Business Day following receipt of Net Cash Proceeds Obligations in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(bto Sections 8.5(h) or any (i) or Involuntary Disposition by the Borrower involving any asset of any Loan Party or any Restricted Subsidiaryof its Subsidiaries on the Business Day following receipt thereof; provided that if (xno prepayment shall be required under this Section 2.11(c)(ii) unless the Borrower delivers, no later than the last day Net Cash Proceeds of any such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful Disposition or Involuntary Disposition exceeds $5,000,000 individually and $15,000,000 in the business of aggregate for all such Dispositions or Involuntary Dispositions in any Fiscal Year. Notwithstanding the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing foregoing, if at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment informs the Administrative Agent that it intends within 365 days after receipt thereof to reinvest use all of such Net Cash Proceeds within twelve either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries (12other than current assets, as defined in accordance with GAAP) months following receipt thereofor to make Capital Expenditures, the later Borrower may use such Net Cash Proceeds in such manner; provided that any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (Ibut in any event within two (2) twelve Business Days after such date) be applied as a prepayment in accordance with Section 2.12(b): (121) months following the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof and (II2) one hundred eighty the date that is five (1805) days Business Days after the end date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to purchase such 12-month periodreplacement assets with such Net Cash Proceeds.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will The Borrowers shall prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from of any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by (each such prepayment to be applied as set forth in clause (vii) below). Notwithstanding the Borrower foregoing, if at the time of the receipt or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day application of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) Net Cash Proceeds no Default or Event of Default shall have has occurred and be is continuing at and the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except Borrower Representative delivers to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if Administrative Agent a certificate, executed by the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds Representative’s chief financial officer, that it intends within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end receipt thereof to use all of such 12-month Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their Subsidiaries or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate; provided , however , that, (A) such Net Cash Proceeds shall either be deposited into a deposit account which is subject to a Deposit Account Control Agreement or Deposit Account Restriction Agreement or held in a Blocked Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $100,000 in any Fiscal Year, (C) any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement within the period set forth in such certificate shall, on the first Business Day immediately following such period, be applied as a prepayment in accordance with clause (vii) below and (D) any assets so acquired shall be subject to the security interests under the Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition.

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

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three (y3) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to prepay or greater than $5,000,000 and (B) at the Term Loans except election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that such prepayment would otherwise be required) to the extent such proceeds are not so reinvested Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (but specifically excluding current assets as classified by GAAP) within (A) twelve (12) months following after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (B12) month period, reinvested no later than six (6) months thereafter); provided that, if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereofshall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after Loans and/or Cash Collateralize the end of such 12-month periodL/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Dispositions generating less than $200,000 of Net Cash Proceeds) and Involuntary Disposition by Dispositions within five (5) Business Days of the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $5,000,000 and (12B) months following receipt if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party (directly or through one or more of its Subsidiaries) reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets) within 365 days of the date of such Disposition or Involuntary Disposition (B) if or to the Borrower or any Restricted Subsidiary enters into a legally binding commitment extent it commits within such 365-day period to reinvest make such Net Cash Proceeds reinvestment, within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after such 365-day period); provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvested by the end of such 12-month periodperiod(s), such Net Cash Proceeds shall be applied within five (5) Business Days after the last day of such period to prepay the Loans and/or Cash Collateralize the L/C Obligations as provided in this Section 2.05(b). Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iii) below.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Disposition by Dispositions within five (5) Business Days of the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to prepay the Term Loans except Administrative Agent) to the extent such proceeds are not so reinvested Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in equipment or other tangible assets (other than current assets) within the later of (Ax) twelve one hundred and eighty (12180) months following days after the receipt of such Net Cash Proceeds or (By) if the Borrower such Loan Party or any Restricted such Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months 180 days following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) 180 days after the end date of such 12-month periodlegally binding commitment; provided that (i) if an Event of Default shall have occurred and be continuing, the Loan Party or such Subsidiary shall not be permitted to make any such reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(DThe Borrowers shall prepay (within thirty (30) and days of the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment date of such Disposition or Replacement Amendment, Involuntary Disposition) the Borrower will prepay Loans and/or Cash Collateralize the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted SubsidiaryDisposition; provided that if (x) the Borrower deliversprovided, that, so long as no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve if the aggregate amount of Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition or Involuntary Disposition is equal to or less than $5,000,000 (12it being understood and agreed that a series of related Dispositions or Involuntary Dispositions, as applicable, shall constitute a single Disposition or Involuntary Disposition, as applicable, for purposes of this clause (A)), or (B) months following receipt if, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within two hundred seventy (270) days following the date of such Disposition or Involuntary Disposition; provided, further, that, for purposes of the foregoing clause (B) if the Borrower or ), any Restricted Subsidiary enters into a legally binding commitment to reinvest portion of such Net Cash Proceeds that has not been so reinvested by the end of such period shall be applied within twelve two (122) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days Business Days after the end of such 12-month periodperiod to prepay the Loans and/or Cash Collateralize the L/C Obligations. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. Subject The Borrowers (as to Section 2.06(b)(ii)(D) the Foreign Borrower, limited to prepayment of Foreign Obligations, and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d) and (e)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days of the later of the date of the related Disposition by and the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receipt; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to prepay or greater than $1,000,000 and (B) at the Term Loans except election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds or in like assets (Bbut specifically excluding current assets as classified by GAAP) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end receipt of such 12-month periodNet Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will The Company shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) by the Company or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Disposition by Dispositions within ten (10) days of the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Company is equal to prepay or greater than $5,000,000, or (B) at the Term Loans except election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested Loan Party or such Subsidiary reinvests substantially all or any portion of such Net Cash Proceeds in the purchase of like assets or repair, upgrade or replacement of the disposed of assets within two hundred seventy (A270) twelve (12) months following days after the receipt of such Net Cash Proceeds or (B) Proceeds; provided that, if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve shall not have been so reinvested in the prescribed time, such Net Cash Proceeds shall be promptly applied to prepay the Loans and/or Cash Collateralize the L/C Obligations, except to the extent payment is excepted pursuant to subsection (12A) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodabove.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from all Dispositions (other than any Disposition pursuant Section 8.05(bDispositions permitted by clauses (a), (b) and (c) of Sections 7.05) and Involuntary Dispositions immediately upon receipt thereof by any Loan Party or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided provided, however, that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) with respect to prepay any Disposition (excluding any Involuntary Disposition), until the Term Loans except aggregate amount of the Net Cash Proceeds derived from any such Disposition after the Second Amendment Effective Date is equal to or greater than $1,000,000 and (B) with respect to any Involuntary Disposition, (1) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition after the Second Amendment Effective Date is equal to or greater than $1,000,000 and (2) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three (3) Business Days of such Involuntary Disposition), to the extent the Borrower or any Subsidiary reinvests all or any portion of such proceeds are not so reinvested Net Cash Proceeds in productive assets of the kind then used or usable in the business of such Loan Party or such Subsidiary (but specifically excluding current assets as classified by GAAP) within three hundred sixty-five (A365) twelve (12) months following days after the receipt of such Net Cash Proceeds or (B) Proceeds; provided that if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereofshall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after Loans and/or Cash Collateralize the end of such 12-month periodL/C Obligations.

Dispositions and Involuntary Dispositions. Subject The Borrowers (as to Section 2.06(b)(ii)(D) the Foreign Borrower, limited to prepayment of Foreign Obligations, and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e) and (h)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days of the later of the date of the related Disposition by and the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receipt; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and however, (yA) that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (x) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to prepay or greater than $1,000,000 and (y) at the Term Loans except election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds or in like assets (Bbut specifically excluding current assets as classified by GAAP) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end receipt of such 12-month periodNet Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), (g) and (i), the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition, within five (5) Business Days of the later of the date of the related Disposition and the date of such receipt, provided that any such Net Cash Proceeds shall be subject to clauses (A)(x) and (A)(y) of this sentence.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(DOn or before the third (3rd) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt by the Borrower or any Restricted Subsidiary (other than the ETMC JV) of such Net Cash Proceeds Proceeds, the Borrower shall make prepayments of the Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions (other than any proceeds of any business interruption insurance, any proceeds of MOB Dispositions or any proceeds received from the Federal Emergency Management Agency or other third parties in reimbursement of, or otherwise in connection with, costs incurred by the Loan Parties in support of the recovery of the Bay Medical facility) to the extent that the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received after the Effective Date exceed $7,500,000 (excluding (1) any Disposition proceeds of any business interruption insurance and proceeds in respect of medical office buildings, (2) any proceeds of a Permitted Sale Leaseback pursuant Section 8.05(b) to which the aggregate fair market value of all property subject to such Permitted Sale Leaseback sold or any Involuntary Disposition otherwise disposed of by the Borrower and its Restricted Subsidiaries is less than $25,000,000 or (3) any Restricted Subsidiaryproceeds received from the Federal Emergency Management Agency or other third parties in reimbursement of, or otherwise in connection with, costs incurred by the Loan Parties in support of the recovery of the Bay Medical facility); provided that such percentage shall be reduced to (i) fifty percent (50%) if on the date such Disposition or Involuntary Disposition is consummated the Senior Secured Net Leverage Ratio (xcalculated on a Pro Forma Basis) the Borrower delivers, no later is less than or equal to 2.25:1:00 as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.01(b) or (ii) zero percent (0%) if on the date such five Business Day period following receipt, Disposition or Involuntary Disposition is consummated the Senior Secured Net Leverage Ratio (calculated on a certificate of a Responsible Officer Pro Forma Basis) is less than or equal to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business 1.75:1:00 as of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time last day of the application of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.01(b) (such proceeds, and such proceeds shall not be required prepayments to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within as set forth in clause (Avii) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodbelow).

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower Prepayment will prepay the Term Loans (if any) be made on the fifth Business Day following receipt of Net Cash Proceeds Obligations in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(bor Involuntary Disposition involving any asset of any Loan Party or any of its Subsidiaries on the Business Day following receipt thereof excluding the proceeds of any Disposition less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (a), (b) or any Involuntary Disposition by (c) of Section 8.5. Notwithstanding the Borrower or any Restricted Subsidiary; provided that foregoing, if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment informs the Administrative Agent that it intends within 365 days after receipt thereof to reinvest use all of such Net Cash Proceeds within twelve either to purchase assets used in the ordinary course of business of the Borrower and its Subsidiaries (12other than current assets, as defined in accordance with GAAP) months following receipt thereofor to make Capital Expenditures, the later Borrower may use such Net Cash Proceeds in such manner; provided that any such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (Ibut in any event within two (2) twelve Business Days after such date) be applied as a prepayment in accordance with Section 2.12(b): (121) months following the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and notice of such agreement has been delivered to the Administrative Agent) after receipt thereof and (II2) one hundred eighty the date that is five (1805) days Business Days after the end date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to purchase such 12-month periodreplacement assets with such Net Cash Proceeds.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if anyand permanently reduce the Facility) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than those Dispositions permitted pursuant to Sections 7.05(a), (b), (c) and (d)) and Involuntary Disposition by Dispositions within thirty (30) days after the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day receipt of such five Business Day period Net Cash Proceeds following receiptthe date of such Disposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to prepay or greater than $1,000,000 and (B) at the Term Loans except election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested Loan Party or such Subsidiary reinvests (or has made binding commitments to reinvest) all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current 52 assets as classified by GAAP) within three hundred and sixty (A360) twelve (12) months following days after the receipt of such Net Cash Proceeds or (B) Proceeds; provided further that if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve shall have not been so reinvested, they shall be immediately applied to prepay the Loans (12and permanently reduce the Facility) months following receipt thereof, and/or Cash Collateralize the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodL/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment), Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower prepayment will prepay be made on the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant (other than a Disposition among the Parent and its Subsidiaries permitted by Section 8.05(b8.05) or any Involuntary Disposition by the Borrower Parent or any Restricted Subsidiary; provided that (i) if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, Parent shall deliver a certificate of a Responsible Officer to the Administrative Agent at the time of receipt thereof setting forth the BorrowerParent’s intent to reinvest such proceeds in capital assets useful in the business of the Borrower Parent or any Restricted Subsidiary within 12 months of the receipt of such proceeds and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within such 12 month period and (Aii) twelve (12) months following receipt no such prepayment shall be required to the extent that the aggregate amount of such Net Cash Proceeds or proceeds that are not reinvested in accordance with clause (Bi) if the Borrower or hereof does not exceed $20,000,000 in any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodfiscal year.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.11(a) through (f)), Involuntary Disposition Dispositions, or series of related Dispositions or Involuntary Dispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by the Borrower such Loan Party or any Restricted Subsidiary; provided provided, however, that if (x) the Borrower delivers, so CHL:83643.8 long as no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing continuing, at the time election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such certificate Disposition and promptly following the occurrence of any Involuntary Disposition), such Loan Party or at the proposed time of the application such Subsidiary may reinvest all or any portion of such proceeds, and such proceeds shall not be required to be applied to prepay Net Cash Proceeds in operating assets so long as within 180 days after the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds Proceeds, such purchase, rebuilding, restoration or replacement shall have been consummated (B) if as certified by the Borrower or in writing to the Administrative Agent); and provided further, however, that any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, not so reinvested shall be promptly applied to prepay the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after Loans and/or Cash Collateralize the end of such 12-month periodL/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Disposition by Dispositions within five (5) Business Days of the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to prepay the Term Loans except Administrative Agent) to the extent such proceeds are not so reinvested Loan Party or such Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in Equipment or other tangible assets (other than current assets) within the later of (Ax) twelve one hundred and eighty (12180) months following days after the receipt of such Net Cash Proceeds or (By) if the Borrower such Loan Party or any Restricted such Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months 180 days following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) 180 days after the end date of such 12-month periodlegally binding commitment; provided that (i) if an Event of Default shall have occurred and be continuing, the Loan Party or such Subsidiary shall not be permitted to make any such reinvestments and (ii) if such Net Cash Proceeds shall have not been so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will The Borrowers shall prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower Loan Party or any Restricted Subsidiary from all Dispositions pursuant to Sections 7.05(g), 7.05(i), 7.;05(k) and (y7.05(l) and Involuntary Dispositions; provided that, so long as no Default or Event of Default under Sections 8.01(a), (e) (but only with respect to a default under Section 7.11), (f) and (g) shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied at the election of the Borrowers (as notified by the Borrowers to prepay the Term Loans except Administrative Agent) to the extent a Loan Party or any Restricted Subsidiary reinvests all or any portion of such proceeds are not so reinvested Net Cash Proceeds in operating assets (other than current assets) (but specifically excluding current assets as classified by GAAP) within eighteen (A) twelve (1218) months following after the receipt of such Net Cash Proceeds (or, to the extent that a Loan Party or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve eighteen (1218) months following receipt thereofmonths, the later of (I) twelve (12) months following receipt thereof and (II) within one hundred eighty (180) days after the expiration of such initial eighteen (18) month reinvestment period); provided, however, that so long as no Event of Default under Sections 8.01(a), (e) (but only with respect to a default under Section 7.11), (f) and (g) shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of Holdings is equal to or greater than the greater of (i) $20,000,000 and (B) an amount equal to 20% of Consolidated EBITDA for the most recently ended fiscal year for which a Compliance Certificate has been delivered to the Administrative Agent; provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied at the end of such 12-month periodperiod to prepay the Term Loans.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) by Borrowers or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Disposition by Dispositions within ten (10) Business Days of the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to prepay or greater than $2,500,000 and (B) at the Term Loans except election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within (A) twelve (12) 12 months following after the receipt of such Net Cash Proceeds (or (B) if the Borrower reinvests all or any Restricted Subsidiary enters into a legally binding commitment to reinvest portion of such Net Cash Proceeds in like assets within twelve (12) 18 months following after receipt thereof if a contractual commitment to reinvest is entered into within 12 months after receipt thereof); provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after Loans and/or Cash Collateralize the end of such 12-month periodL/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and the fifth Business Day following receipt of Net Cash Proceeds then-outstanding Incremental Term Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if Subsidiary from all Dispositions (xother than Permitted Transfers) and Involuntary Dispositions within thirty (30) days of the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that, so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $30,000,000 and (12B) months following receipt if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds in Eligible Assets within twelve (12) months following receipt thereofthe date of such Disposition or Involuntary Disposition (or, the later of (I) if committed to be reinvested within such twelve (12) month period, to the extent so reinvested within six (6) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12period); provided, further, that, for purposes of the foregoing clause (B), any portion of such Net Cash Proceeds that has not been so reinvested by the end of such period shall be applied within five (5) Business Days after the end of such period to prepay the Term Loans and the then-month periodoutstanding Incremental Term Loans.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) Promptly, and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment event within three (3) Business Days) upon the receipt by any Loan Party or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt any Subsidiary of Net Cash Proceeds from a Disposition (other than a Permitted Transfer) or Involuntary Disposition, in each case, in excess of $5,000,000 in any Fiscal Year of the Company, the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the such Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted SubsidiaryProceeds; provided provided, however, that if (x) the Borrower delivers, so long as no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time continuing, such Net Cash Proceeds received from a Disposition of such certificate or at the proposed time of the application of such proceeds, operating assets (and such proceeds not current assets) shall not be required to be so applied to prepay if, at the Term Loans except election of the Company (as notified by the Company to the extent such proceeds are not so reinvested within Administrative Agent on or prior to the date that is three (A3) twelve (12) months following Business Days after the receipt of such Net Cash Proceeds Proceeds), and to the extent, such Loan Party or (B) if the Borrower such Subsidiary reinvests all or any Restricted Subsidiary enters into a legally binding commitment to reinvest portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred and eighty (180) days after the receipt of such Net Cash Proceeds, or enters into a binding commitment to make such reinvestment within such one hundred and eighty (180) day period and subsequently makes such reinvestment within one hundred and eighty (180) days after the end of such 12-month initial one hundred and eighty (180) day period; provided that any such Net Cash Proceeds that have not been so reinvested shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Loan Parties from any all Dispositions pursuant to Section 7.05(f), (h), (i), (j) and (l) (other than Permitted Transfers and Dispositions of ALN-AGT IP Collateral) and Involuntary Dispositions of Collateral (other than ALN-AGT IP Collateral) within ten (10) Business Days of the date of such Disposition pursuant Section 8.05(b) or any Involuntary Disposition by that are in excess of $10,000,000; provided that, other than with respect to Net Cash Proceeds received in connection with a Disposition or Involuntary Disposition of the Manufacturing Facility, if the Borrower or any its Restricted Subsidiary; provided that if Subsidiaries invest (xor commit to invest) the Borrower delivers, no later than the last day of Net Cash Proceeds from such five Business Day period following receipt, event (or a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (yportion thereof) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) 12 months following after receipt of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (By) if with respect to which the Borrower or any Restricted Subsidiary enters into Administrative Agent, on behalf of the Secured Parties, shall have received a legally binding commitment first priority perfected security interest, then no prepayment shall be required pursuant to reinvest this paragraph in respect of such Net Cash Proceeds in respect of such event (or the applicable portion of such Net Cash Proceeds, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12-month period (or if committed to be so invested within twelve (such 12) months following receipt thereof-month period, the later of (I) twelve (12) months following receipt thereof and (II) have not been so invested within one hundred eighty (180) days after the end of such 12-month periodperiod that follows receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested (or committed to be invested); provided, further that, if (x) the Borrower or a Restricted Subsidiary has identified Replacement Collateral in writing to the Lender Representative at least five (5) Business Days prior to the date of such Disposition or Involuntary Disposition, and (y) the Administrative Agent, on behalf of the Secured Parties shall have received (or shall receive in connection with the closing of such Disposition or Involuntary Disposition) a first priority perfected security interest in all such Replacement Collateral on or prior to the date of such Disposition or Involuntary Disposition, then no prepayment (or Cash Collateral) shall be required pursuant to this paragraph in respect of such Net Cash Proceeds.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(DWithin three (3) and the terms set forth in Business Days after receipt by a Loan Party or any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement AmendmentSubsidiary of such Net Cash Proceeds, the Borrower will Borrowers shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions, including, without limitation, Involuntary Dispositions, but excluding Permitted Transfers; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition pursuant Section 8.05(b) or any Involuntary Disposition in any fiscal year of the Company is equal to or greater than $1,500,000 or (B) at the election of the Borrowers (as notified by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer Company to the Administrative Agent setting forth within three (3) Business Days after receipt of such Net Cash Proceeds) to the Borrower’s intent to reinvest extent such proceeds Loan Party reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of the Borrower Loan Parties or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested their Subsidiaries within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end receipt of such 12-month Net Cash Proceeds (but, to the extent a Loan Party has entered into contracts to reinvest such proceeds requiring payments after such initial one hundred eighty (180) day reinvestment period, then within two hundred seventy (270) days after the receipt of such Net Cash Proceeds); provided that, if such Net Cash Proceeds shall have not been so reinvested within the time frames set forth herein and would otherwise be required to be applied pursuant to this Section 2.05(b)(ii), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth The Issuer shall promptly (and, in any applicable Incremental Amendmentevent, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will within three (3) Business Days) prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds Notes in an aggregate amount equal to (A) 100% of the Net Cash Proceeds received from of any Disposition pursuant Section 8.05(bor Involuntary Disposition (other than a Specified Disposition) received by any Credit Party or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds are not reinvested in Eligible Assets within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred and eighty (180) days after of the end date of such 12-month periodDisposition or Involuntary Disposition, (B) 100% of the Net Cash Proceeds of any Specified Disposition consisting of an Arbaclofen Disposition (including, without limitation, any Arbaclofen License) received by any Credit Party or any Subsidiary to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within ninety (90) days of the date of such Arbaclofen Disposition (provided that during such period such Net Cash Proceeds shall be promptly deposited, and thereafter held, in an Account that is governed by an Account Control Agreement) and (C) 100% of the Net Cash Proceeds of any Specified Disposition consisting of an Upneeq Disposition (including, without limitation, any Upneeq License). Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (v) below.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth The Issuer shall promptly (and, in any applicable Incremental Amendmentevent, Extension Amendment, Refinancing Amendment within three (3) Business Days) upon the receipt by any Credit Party or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt any Subsidiary of a Credit Party of Net Cash Proceeds of (A) any Disposition (other than a Specified OPUL Disposition) or Involuntary Disposition (other than any Net Cash Proceeds received by any Credit Party or any Subsidiary from any Permitted Royalty Transaction) prepay the Notes in an aggregate amount equal to 100% of the such Net Cash Proceeds received from any Disposition pursuant plus the repayment premium required by Section 8.05(b2.03(e) or any Involuntary Disposition and the exit fee required by the Borrower or any Restricted SubsidiarySection 2.07(b); provided that if (x) the Borrower deliversprovided, however, that, so long as no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be applied to prepay so prepaid if, at the Term Loans except election of the Issuer (as notified by the Issuer to the extent Administrative Agent in writing on or prior to the date on which such proceeds are not so reinvested within (Aprepayment would be required) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds are reinvested in Eligible Assets within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after of the end date of such 12-month periodDisposition or Involuntary Disposition; provided, further, that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Notes as described above and (B) any Specified OPUL Disposition prepay the Notes in an aggregate amount equal to 100% of such Net Cash Proceeds plus the repayment premium required by Section 2.03(e) and the exit fee required by Section 2.07(b). Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth The Issuer shall promptly (and, in any applicable Incremental Amendmentevent, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will within three (3) Business Days) prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds Notes in an aggregate amount equal to (A) 100% of the Net Cash Proceeds received from of any Disposition pursuant Section 8.05(bor Involuntary Disposition (other than a Specified Disposition) received by any Credit Party or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds are not reinvested in Eligible Assets within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred and eighty (180) days after of the end date of such 12-month periodDisposition or Involuntary Disposition, (B) 100% of the Net Cash Proceeds of any Specified Disposition consisting of an Arbaclofen Disposition (including, without limitation, any Arbaclofen License) received by any Credit Party or any Subsidiary to the extent such Net Cash Proceeds are ​ not reinvested in Eligible Assets within ninety (90) days of the date of such Arbaclofen Disposition (provided that during such period such Net Cash Proceeds shall be promptly deposited, and thereafter held, in an Account that is governed by an Account Control Agreement) and (C) 100% of the Net Cash Proceeds of any Specified Disposition consisting of an Upneeq Disposition (including, without limitation, any Upneeq License). Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (v) below.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(DThe Borrower shall prepay (within thirty (30) and days of the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment date of such Disposition or Replacement Amendment, Involuntary Disposition) the Borrower will prepay Loans and/or Cash Collateralize the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower Loan Party or any Restricted Subsidiary from all Dispositions and (y) no Default or Event of Default shall have occurred and be continuing at the time of Involuntary Dispositions; provided, that, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve until the aggregate amount of Net Cash Proceeds derived from all such Dispositions or Involuntary Dispositions in any fiscal year is equal to or greater than $10,000,000 and (12B) months following receipt if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within three hundred sixty five (365) days of the date of such Disposition or Involuntary Disposition (Bor to the extent it commits within such three hundred sixty five (365) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment day period to reinvest make such Net Cash Proceeds reinvestment, within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after such three hundred sixty five (365) day period); provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvested by the end of such 12-month periodperiod(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (v) below.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from of all Dispositions (other than Permitted Transfers, except with respect to Permitted Merchant Portfolio Transfers to the extent the Net Cash Proceeds of such Permitted Merchant Portfolio Transfers exceed $10,000,000 in the aggregate in any fiscal year) and Involuntary Dispositions; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition pursuant Section 8.05(b) or any Involuntary Disposition Disposition, at the option of the Borrower (as elected by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer in writing to the Administrative Agent setting forth the Borrower’s intent to reinvest promptly following receipt of any such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary Net Cash Proceeds), and (y) so long as no Default or Event of Default shall have occurred and be continuing at the time continuing, such Loan Party or such Subsidiary may apply all or any portion of such certificate Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or at repair assets useful in the proposed time business of the application of such proceedsHoldings and its Subsidiaries, and such proceeds shall not be required or make Investments pursuant to be applied to prepay the Term Loans except to the extent such proceeds are not Section 8.02(g), so reinvested within long as (A) twelve (12) months within 365 days following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest Proceeds, such Net Cash Proceeds within twelve shall have been so applied or a definitive agreement for such application shall have been entered into (12) months following receipt thereofas certified by the Borrower in writing to the Administrative Agent), the later of (I) twelve (12) months following receipt thereof and (IIB) one hundred eighty (180) within 180 days after the end execution of such 12-month perioddefinitive agreement, such application shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(ii); and provided further, that no such transactions resulting in aggregate Net Cash Proceeds of less than $1,500,000 per annum shall be subject to prepayment under this Section 2.05(b)(ii).

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(DIf (x) the Borrower or any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) and the terms set forth amount of the Net Cash Proceeds of all such Dispositions exceeds $2,000,000 in the aggregate or (y) any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement AmendmentInvoluntary Disposition of any property of any Loan Party occurs and the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $2,000,000 in the aggregate, the Borrower will prepay shall prepay, on or prior to the Term Loans date that is five (if any5) on Business Days after the fifth Business Day following date of realization or receipt of such Net Cash Proceeds Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the such Net Cash Proceeds; provided, however, that, with respect to any Net Cash Proceeds received from any realized under a Disposition pursuant Section 8.05(b) or any Involuntary Disposition by described in this Section 2.05(b)(ii), at the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day election of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary , and (y) so long as no Default or Event of Default shall have occurred and be continuing at continuing, the time Borrower or such Guarantor may use all or any portion of such certificate or at the proposed time Net Cash Proceeds to (x) reinvest in assets of the application type used in the business of such proceedsthe Borrower and its Subsidiaries or (y) acquire the Equity Interests of any Person that, and such proceeds shall not upon the acquisition thereof, will be required to be applied to prepay a Domestic Subsidiary of the Term Loans except Borrower (to the extent such proceeds are not acquisition is otherwise permitted pursuant to Section 8.02), in each case, so reinvested within long as (A) twelve (12) months following the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds or and (B) if such purchase shall have been consummated within 450 days after the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest receipt of such Net Cash Proceeds; provided, further, however, that any Net Cash Proceeds not so applied within twelve such 365 or 450 day period, as applicable, shall be promptly applied to the prepayment of the Loans as set forth in clause (12v) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodbelow.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(DThe Borrower shall prepay (within thirty (30) and days of the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment date of such Disposition or Replacement Amendment, Involuntary Disposition) the Borrower will prepay Loans and/or Cash Collateralize the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower Loan Party or any Restricted Subsidiary from all Dispositions and (y) no Default or Event of Default shall have occurred and be continuing at the time of Involuntary Dispositions; provided, that, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve until the aggregate amount of Net Cash Proceeds derived from all such Dispositions or Involuntary Dispositions in any fiscal year is equal to or greater than $20,000,000 and (12B) months following if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within three hundred sixty five (365) days of the date of receipt of such Net Cash Proceeds for such Disposition or Involuntary Disposition (Bor to the extent it commits within such three hundred sixty five (365) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment day period to reinvest make such Net Cash Proceeds reinvestment, within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after such three hundred sixty five (365) day period); provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvested by the end of such 12-month periodperiod(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (vi) below.

Dispositions and Involuntary Dispositions. Subject The Borrower shall prepay the Obligations (including amounts due pursuant to Section 2.06(b)(ii)(D2.03(d)) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an aggregate amount equal to (x) 100% of the Net Cash Proceeds received from of any Disposition pursuant Section 8.05(b(other than an Involuntary Disposition) or by any Transaction Party; and (y) 100% of the Net Cash Proceeds of any Involuntary Disposition by any Transaction Party, to the Borrower extent such Net Cash Proceeds from such Involuntary Disposition are not reinvested (or any Restricted Subsidiary; provided that if (xcommitted to be reinvested) in Eligible Assets within 3 months of the Borrower delivers, no later than the last day date of such five Business Day period following receiptInvoluntary Disposition (and, a certificate of a Responsible Officer if so committed to be reinvested, such reinvestment is not completed within 3 months thereafter); provided, however, that, to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) extent no Default or Event of Default shall have occurred and be continuing exists at the time of such certificate or at prepayment would otherwise be required pursuant to this Section 2.03(b)(ii), the proposed time of the application of such proceeds, and such proceeds Borrower shall not be required to be applied to prepay the Term Loans except Obligations pursuant to this Section 2.03(b)(ii) with Net Cash Proceeds received in connection with the extent such proceeds are not so reinvested within following events: (A) twelve Dispositions (12) months following receipt of such including Involuntary Dispositions for which the Net Cash Proceeds are not reinvested as provided above) in an aggregate amount not to exceed $500,000 in any fiscal year or $2,500,000 during the term of this Agreement and (B) if Dispositions (including Involuntary Dispositions) of the Borrower or any Restricted Subsidiary enters into a legally binding commitment assets set forth on Schedule 8.05. Any prepayment pursuant to reinvest such Net Cash Proceeds within twelve this clause (12ii) months following receipt thereof, the later of shall be applied as set forth in clause (Iiv) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodbelow.

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from of all Dispositions (other than Permitted Transfers, except with respect to Permitted Merchant Portfolio Transfers to the extent the aggregate Net Cash Proceeds of such Permitted Merchant Portfolio Transfers exceed $10,000,000 in the aggregate in any fiscal year) and Involuntary Dispositions; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition pursuant Section 8.05(b) or any Involuntary Disposition Disposition, at the option of the Borrower (as elected by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer in writing to the Administrative Agent setting forth the Borrower’s intent to reinvest promptly following receipt of any such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary Net Cash Proceeds), and (y) so long as no Default or Event of Default shall have occurred and be continuing at the time continuing, such Loan Party or such Subsidiary may apply all or any portion of such certificate Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or at repair assets useful in the proposed time business of the application of such proceedsHoldings and its Subsidiaries, and such proceeds shall not be required or make Investments pursuant to be applied to prepay the Term Loans except to the extent such proceeds are not Section 8.02(g), so reinvested within long as (A) twelve (12) months within 365 days following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest Proceeds, such Net Cash Proceeds within twelve shall have been so applied or a definitive agreement for such application shall have been entered into (12) months following receipt thereofas certified by the Borrower in writing to the Administrative Agent), the later of (I) twelve (12) months following receipt thereof and (IIB) one hundred eighty (180) within 59 days after the end execution of such 12-month perioddefinitive agreement, such application shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05; and provided further, that no such transactions resulting in aggregate Net Cash Proceeds of less than $1,500,000 per annum shall be subject to prepayment under this Section 2.05(b)(ii).

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions and all Involuntary Dispositions, within three (3) Business Days of the date of such Disposition by the Borrower or any Restricted Subsidiarysuch Involuntary Disposition; provided that if provided, that: (xA) the Borrower delivers, no later than shall only be required to prepay the last day of such five Business Day period following receipt, a certificate of a Responsible Officer Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the Administrative Agent setting forth extent the Borrower’s intent to reinvest Net Cash Proceeds received by such proceeds Loan Party or such Subsidiary in assets useful in the business of the Borrower connection with any such Disposition or any Restricted Subsidiary such Involuntary Disposition exceed $1,000,000; and (yB) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied to prepay if, at the Term Loans except election of the Borrower (as notified by the Borrower to the extent Administrative Agent on or prior to the date of such proceeds are not so reinvested within (A) twelve (12) months following receipt Disposition or such Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within one hundred eighty (180) days of the date of such Disposition or such Involuntary Disposition (Bor to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (180) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment day-period to reinvest make such Net Cash Proceeds reinvestment, within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after such one hundred eighty (180) day-period); provided, further, that, if such Net Cash Proceeds shall have not been so reinvested by the end of such 12-month periodperiod(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. Subject The Borrowers (as to Section 2.06(b)(ii)(D) the Foreign Borrower, limited to prepayment of Foreign Obligations, and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.05(b), (c), (d), (e), and (h) and (k)) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days (or, in the case of any such Disposition made by any Subsidiary of the Domestic Borrower or any Restricted Subsidiary; provided organized under the laws of a jurisdiction in Asia that if is not a Loan Party, within thirty (x30) days) of the Borrower delivers, no later than of the last day date of the related Disposition and the date of such five Business Day period following receipt; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and however, (yA) that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (x) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to prepay or greater than $1,000,000$30,000,000 and (y) at the Term Loans except election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt Loan Party or such Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds or in like assets (Bbut specifically excluding current assets as classified by GAAP) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end receipt of such 12-month periodNet Cash Proceeds; provided that if such Net Cash Proceeds shall have not been reinvested within the foregoing timeframe, they shall then be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and (B) that for Dispositions permitted pursuant to Section 7.05(f), (g) and (i), the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition, within five (5) Business Days (or, in the case of any such Disposition made by any Subsidiary of the Domestic Borrower organized under the laws of a jurisdiction in Asia that is not a Loan Party, within thirty (30) days) of the later of the date of the related Disposition and the date of such receipt, provided that any such Net Cash Proceeds shall be subject to clauses (A)(x) and (A)(y) of this sentence.”

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds as hereinafter provided in an aggregate amount equal to (a) 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers, Dispositions permitted by Sections 7.05(d) (other than such Dispositions pursuant to Section 7.04(g)), 7.03 and 7.05(e)) and Involuntary Disposition by Dispositions within three (3) days of the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $5,000,000 and (B) at the election of the Borrower (as notified by the Borrower to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets or other assets useful to the business of the Company and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within three hundred sixty- five (365) days after the receipt of such Net Cash Proceeds; provided that, if such Net Cash Proceeds shall have not been so reinvested within such period, such Net Cash Proceeds shall be immediately applied to prepay the Term Loans except to and (b)(i) 50% of the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds from the Video Business Sale (if, on a Pro Forma Basis after giving effect to such Disposition, the Consolidated Net Leverage Ratio as of such date is greater than 3.00:1.00) or (Bii) if the Borrower or any Restricted Subsidiary enters into 0% (if, on a legally binding commitment Pro Forma Basis after giving effect to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereofDisposition, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end Consolidated Net Leverage Ratio as of such 12-month perioddate is equal to or less than 3.00:1.00).

Dispositions and Involuntary Dispositions. Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the The Borrower will shall prepay the Term Loans (if anyand permanently reduce the Facility) on and/or Cash Collateralize the fifth Business Day following receipt of Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received from by any Disposition pursuant Section 8.05(b) Loan Party or any Subsidiary from all Dispositions (other than those Dispositions permitted pursuant to Sections 7.05 (a), (b), (c) and (d)) and Involuntary Disposition by Dispositions within thirty (30) days after the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day date of such five Business Day period following receiptDisposition or Involuntary Disposition; provided, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) however, that so long as no Default or Event of Default shall have occurred and be continuing at the time of continuing, such certificate or at the proposed time of the application of such proceeds, and such proceeds Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to prepay or greater than $500,000 and (B) at the Term Loans except election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such proceeds are not so reinvested Loan Party or such Subsidiary reinvests (or has made binding commitments to reinvest) all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within three hundred and sixty (A360) twelve (12) months following days after the receipt of such Net Cash Proceeds or (B) Proceeds; provided further that if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve shall have not been so reinvested, they shall be immediately applied to prepay the Loans (12and permanently reduce the Facility) months following receipt thereof, and/or Cash Collateralize the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month periodL/C Obligations.