Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three (3) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the 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 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 twelve (12) months after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter); provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three five (35) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the 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 requiredAgent) to the extent such Loan Party or such Restricted Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in operating equipment or other tangible assets (but specifically excluding other than current assets as classified by GAAPassets) within twelve the later of (12x) months one hundred and eighty (180) days after the receipt of such Net Cash Proceeds or (y) if such Loan Party or if committed such Subsidiary enters into a legally binding commitment to reinvestment during reinvest such twelve (12) month periodNet Cash Proceeds within 180 days following receipt thereof, reinvested no later than six (6) months thereafter)180 days after the date of such legally binding commitment; provided thatthat (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 reinvestedreinvested 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. The Borrower shall prepay the Loans (and permanently reduce the Facility) and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfersthose Dispositions permitted pursuant to Sections 7.05 (a), (b), (c) and (d)) and Involuntary Dispositions within three thirty (330) Business Days of days after the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 500,000 and (B) at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be requiredDisposition or Involuntary Disposition) to the extent such Loan Party or such Restricted Subsidiary reinvests (or has made binding commitments to reinvest) all or any portion of such Net Cash Proceeds in operating like assets (but specifically excluding current assets as classified by GAAP) within twelve three hundred and sixty (12360) months days after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter)Proceeds; provided that, further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds they shall be immediately applied to prepay the Loans (and permanently reduce the Facility) and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower Promptly, and in any event within three (3) Business Days) upon the receipt by any Loan Party or 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 by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three (3) Business Days of the date of such Disposition or Involuntary DispositionProceeds; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds received from a Disposition of operating assets (and not current assets) 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 $10,000,000 and (B) if, at the election of the Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date that is three (3) Business Days after the receipt of such prepayment would otherwise be required) Net Cash Proceeds), and to the extent extent, such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating like assets (but specifically excluding current assets as classified by GAAP) within twelve one hundred and eighty (12180) months days after the receipt of such Net Cash Proceeds Proceeds, or enters into a binding commitment to make such reinvestment within such one hundred and eighty (or if committed to 180) day period and subsequently makes such reinvestment during within one hundred and eighty (180) days after the end of such twelve initial one hundred and eighty (12180) month day period, reinvested no later than six (6) months thereafter); provided that, if that any such Net Cash Proceeds shall that have not been so reinvested, such Net Cash Proceeds reinvested shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary 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 within three (3) Business Days of the date of such Disposition or Involuntary DispositionDispositions; provided, however, that that, with respect to any Net Cash Proceeds realized under a Disposition or Involuntary Disposition, at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent promptly following receipt of any such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the 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 Loan Party or such Restricted Subsidiary reinvests may apply all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in operating assets the business of Holdings and its Subsidiaries, or make Investments pursuant to Section 8.02(g), so long as (but specifically excluding current assets as classified by GAAPA) within twelve (12) months after the 365 days following receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month periodProceeds, reinvested no later than six (6) months thereafter); provided that, if such Net Cash Proceeds shall have not been so reinvestedapplied or a definitive agreement for such application shall have been entered into (as certified by the Borrower in writing to the Administrative Agent), and (B) within 180 days after the execution of such definitive 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 prepay the prepayment of the Loans and/or as set forth in this Section 2.05(ii); and provided further, that no such transactions resulting in aggregate Net Cash Collateralize the L/C ObligationsProceeds of less than $1,500,000 per annum shall be subject to prepayment under this Section 2.05(b)(ii).

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three one (31) Business Days Day of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 5,000,000 and (B) at the 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 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 twelve (12) months after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter); provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.. 51

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three thirty (330) Business Days days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any all such Disposition or Dispositions and Involuntary Disposition Dispositions in any fiscal year of the Borrower is equal to or greater than $10,000,000 500,000. Notwithstanding the foregoing, so long as (A) no Default shall have occurred and be continuing or would result therefrom, (B) at the election of the Borrower (as notified by the Borrower to shall have given the Administrative Agent on prior written notice of the Borrower’s intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such Disposition or Involuntary Disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties or their Subsidiaries (a “Reinvestment”), and (C) prior to the date that making of such prepayment would otherwise be required) to Reinvestment, such Net Cash Proceeds are held in a Deposit Account in which the extent Administrative Agent has a perfected first-priority security interest, such Loan Party or such Restricted Subsidiary reinvests all or any portion of Subsidiary, as applicable, may apply such Net Cash Proceeds to make such Reinvestment within 180 days (or, in operating assets (but specifically excluding current assets as classified by GAAPthe case of the RPA Disposition, 360 days) within twelve (12) months after the initial receipt of such Net Cash Proceeds Proceeds; provided, further, that (or if committed to reinvestment x) in the case of the RPA Disposition, 10% of the amounts not so reinvested during such twelve (12) month 360-day period, and (y) in the case of any other Disposition or Involuntary Disposition, 100% of the amounts not so reinvested no later than six (6) months thereafter); provided thatduring such 180-day period, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds in each case shall be immediately paid to the Administrative Agent and applied to prepay the Loans and/or Cash Collateralize the L/C Obligationsin accordance with Section 2.05(b)(v).

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in Section 2.05(b)(iii) in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions Dispositions, within three (3) Business Days of the date of such Disposition or such Involuntary Disposition; provided, however, that so long as no Event that: (A) the Borrower shall not be required to prepay the Loans pursuant to this Section 2.05(b)(i) until the Net Cash Proceeds received by the Borrower ​ ​ and its Subsidiaries in connection with all Dispositions (other than Permitted Transfers) or Involuntary Dispositions in any fiscal year of Default shall have occurred the Borrower is equal to or exceeds $10,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to Disposition or such Involuntary Disposition), so long as no Event of Default shall have occurred at the extent time of such Disposition or such Involuntary Disposition or at the time of such reinvestment, such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within one hundred eighty (but specifically excluding current assets as classified by GAAP180) within twelve (12) months after days of the receipt date of such Net Cash Proceeds Disposition or such Involuntary Disposition (or if committed to reinvestment during the extent such twelve Loan Party or such Subsidiary commits within such one hundred eighty (12180)-day period to make such reinvestment, within one hundred eighty (180) month days after such one hundred eighty (180)-day period, reinvested no later than six (6) months thereafter); provided provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligationsas provided in Section 2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions Dispositions, within three (3) Business Days of the date of such Disposition or such Involuntary Disposition; provided, however, that so long as no Event of Default that: (A) the Borrower shall have occurred only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the extent the Net Cash Proceeds received by such Loan Party or such Subsidiary in connection with any such Disposition or such Involuntary Disposition exceed $1,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to the extent Disposition or such Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within one hundred eighty (but specifically excluding current assets as classified by GAAP180) within twelve (12) months after days of the receipt date of such Net Cash Proceeds Disposition or such Involuntary Disposition (or if committed to reinvestment during the extent such twelve Loan Party or such Subsidiary commits within such one hundred eighty (12180) month day-period to make such reinvestment, within one hundred eighty (180) days after such one hundred eighty (180) day-period, reinvested no later than six (6) months thereafter); provided provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C ObligationsObligations as hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Term Loans and/or Cash Collateralize and the L/C Obligations then-outstanding Incremental Term Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party the Borrower or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three thirty (330) Business Days days of the date of such Disposition or Involuntary Disposition; provided, however, that that, so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 30,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to the extent Disposition or Involuntary Disposition), such 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) Eligible Assets within twelve (12) months after following the receipt date of such Net Cash Proceeds Disposition or Involuntary Disposition (or or, if committed to reinvestment during be reinvested within such twelve (12) month period, to the extent so reinvested no later than within six (6) months thereafterafter the end of such period); provided provided, further, that, if for purposes of the foregoing clause (B), any portion of such Net Cash Proceeds shall have that has not been so reinvested, reinvested by the end of such Net Cash Proceeds period shall be immediately applied within five (5) Business Days after the end of such period to prepay the Term Loans and/or Cash Collateralize and the L/C Obligationsthen-outstanding Incremental Term Loans.

Dispositions and Involuntary Dispositions. The Borrower Borrowers shall prepay (within thirty (30) days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfersthe sale of the Corporate Headquarters) and Involuntary Dispositions within three (3) Business Days of the date of such Disposition or Involuntary DispositionDispositions; provided, howeverthat, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any all such Disposition Dispositions or Involuntary Disposition Dispositions in any fiscal year of the Borrower is equal to or greater than $10,000,000 and or (B) if, at the election of the Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to the extent Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within two hundred seventy (but specifically excluding current assets as classified by GAAP270) within twelve (12) months after days of the receipt date of such Net Cash Proceeds Disposition or Involuntary Disposition; provided, further, that, for purposes of the foregoing clause (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafterB); provided that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period, 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 (iv) below.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three five (35) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the 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 requiredAgent) to the extent such Loan Party or such Restricted Subsidiary reinvests or enters into a legally binding commitment to reinvest all or any portion of such Net Cash Proceeds in operating Equipment or other tangible assets (but specifically excluding other than current assets as classified by GAAPassets) within twelve the later of (12x) months one hundred and eighty (180) days after the receipt of such Net Cash Proceeds or (y) if such Loan Party or if committed such Subsidiary enters into a legally binding commitment to reinvestment during reinvest such twelve (12) month periodNet Cash Proceeds within 180 days following receipt thereof, reinvested no later than six (6) months thereafter)180 days after the date of such legally binding commitment; provided thatthat (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 reinvestedreinvested 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. 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 Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted TransfersDispositions permitted pursuant to Section 7.05(b), (c), (d), (e), and (h) and (k)) and Involuntary Dispositions Dispositions, as to each receipt of any Net Cash Proceeds, within three five (35) 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 Disposition or Involuntary Dispositionreceipt; provided, however, (A) that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (Ax) 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 or greater than $10,000,000 1,000,000$30,000,000 and (By) at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be requiredDisposition or Involuntary Disposition) to the extent such Loan Party or such Restricted Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds in operating like assets (but specifically excluding current assets as classified by GAAP) within twelve one hundred eighty (12180) months days after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter)Proceeds; provided that, that if such Net Cash Proceeds shall have not been so reinvestedreinvested within the foregoing timeframe, such Net Cash Proceeds 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. The Borrower shall prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to (a) 100% of the Net Cash Proceeds received by any Loan Party or any Restricted 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 Dispositions within three (3) Business Days days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 5,000,000 and (B) at the 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 requiredAgent) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating 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 twelve three hundred sixty- five (12365) months days after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter)Proceeds; provided that, if such Net Cash Proceeds shall have not been so reinvestedreinvested within such period, such Net Cash Proceeds shall be immediately applied to prepay the Term Loans and/or and (b)(i) 50% of the Net Cash Collateralize Proceeds from the L/C ObligationsVideo 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 (ii) 0% (if, on a Pro Forma Basis after giving effect to such Disposition, the Consolidated Net Leverage Ratio as of such date is equal to or less than 3.00:1.00).

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions Dispositions, within three (3) Business Days of the date of such Disposition or such Involuntary Disposition; provided, however, that so long as no Event of Default that: (A) the Borrower shall have occurred only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the extent the Net Cash Proceeds received by such Loan Party or such Subsidiary in connection with any such Disposition or such Involuntary Disposition exceed $1,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to the extent Disposition or such Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets (but specifically excluding other than current assets as classified by GAAPassets) within twelve one hundred eighty (12180) months after days of the receipt date of such Net Cash Proceeds Disposition or such Involuntary Disposition (or if committed to reinvestment during the extent such twelve Loan Party or such Subsidiary commits within such one hundred eighty (12180) month day-period to make such reinvestment, within one hundred eighty (180) days after such one hundred eighty (180) day-period, reinvested no later than six (6) months thereafter); provided provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.Obligations as hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below. (ii)

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary 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 within three (3) Business Days of the date of such Disposition or Involuntary DispositionDispositions; provided, however, that that, with respect to any Net Cash Proceeds realized under a Disposition or Involuntary Disposition, at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent promptly following receipt of any such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the 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 Loan Party or such Restricted Subsidiary reinvests may apply all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in operating assets the business of Holdings and its Subsidiaries, or make Investments pursuant to Section 8.02(g), so long as (but specifically excluding current assets as classified by GAAPA) within twelve (12) months after the 365 days following receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month periodProceeds, reinvested no later than six (6) months thereafter); provided that, if such Net Cash Proceeds shall have not been so reinvestedapplied or a definitive agreement for such application shall have been entered into (as certified by the Borrower in writing to the Administrative Agent), and (B) within 59 days after the execution of such definitive 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 prepay the prepayment of the Loans and/or as set forth in this Section 2.05; and provided further, that no such transactions resulting in aggregate Net Cash Collateralize the L/C ObligationsProceeds of less than $1,500,000 per annum shall be subject to prepayment under this Section 2.05(b)(ii).

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in Section 2.05(b)(iii) in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions Dispositions, within three (3) Business Days of the date of such Disposition or such Involuntary Disposition; provided, however, that so long as no Event that: (A) the Borrower shall not be required to prepay the Loans pursuant to this Section 2.05(b)(i) until the Net Cash Proceeds received by the Borrower and its Subsidiaries in connection with all Dispositions (other than Permitted Transfers) or Involuntary Dispositions in any fiscal year of Default shall have occurred the Borrower is equal to or exceeds $10,000,000; and be continuing, (B) such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to Disposition or such Involuntary Disposition), so long as no Event of Default shall have occurred at the extent time of such Disposition or such Involuntary Disposition or at the time of such reinvestment, such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within one hundred eighty (but specifically excluding current assets as classified by GAAP180) within twelve (12) months after days of the receipt date of such Net Cash Proceeds Disposition or such Involuntary Disposition (or if committed to reinvestment during the extent such twelve Loan Party or such Subsidiary commits within such one hundred eighty (12180)-day period to make such reinvestment, within one hundred eighty (180) month days ​ ​ ​ ​ after such one hundred eighty (180)-day period, reinvested no later than six (6) months thereafter); provided provided, further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligationsas provided in Section 2.05(b)(iii).

Dispositions and Involuntary Dispositions. 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 Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted TransfersDispositions permitted pursuant to Section 7.05(b), (c), (d), (e), (h) and (k)) and Involuntary Dispositions Dispositions, as to each receipt of any Net Cash Proceeds, within three five (35) 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 Disposition or Involuntary Dispositionreceipt; provided, however, (A) that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (Ax) 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 or greater than $10,000,000 30,000,000 and (By) at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be requiredDisposition or Involuntary Disposition) to the extent such Loan Party or such Restricted Subsidiary intends to reinvest or reinvests all or any portion of such Net Cash Proceeds in operating like assets (but specifically excluding current assets as classified by GAAP) within twelve one hundred eighty (12180) months days after the receipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafter)Proceeds; provided that, that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds 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 (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. The Borrower shall prepay (within thirty (30) days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three (3) Business Days of the date of such Disposition or Involuntary DispositionDispositions; provided, however, that so long as no Event of Default shall have occurred and be continuingthat, 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 all such Disposition Dispositions or Involuntary Disposition Dispositions in any fiscal year of the Borrower is equal to or greater than $10,000,000 20,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to the extent Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within three hundred sixty five (but specifically excluding current assets as classified by GAAP365) within twelve (12) months after days of the date of receipt of such Net Cash Proceeds for such Disposition or Involuntary Disposition (or if committed to reinvestment during the extent it commits within such twelve three hundred sixty five (12365) month day period to make such reinvestment, within one hundred eighty (180) days after such three hundred sixty five (365) day period, reinvested no later than six (6) months thereafter); provided provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(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. (A) The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and all Involuntary Dispositions (other than Permitted Transfers) and Dispositions or Involuntary Dispositions of Revenue Equipment Collateral), within three (3) Business Days of the date of such Disposition or Involuntary Disposition; provided, howeverthat, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on prior to, or prior to within thirty (30) days after, the date that of such prepayment would otherwise be required) to the extent Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within three hundred sixty-five (but specifically excluding current assets as classified by GAAP365) within twelve (12) months after days of the receipt date of such Net Cash Proceeds Disposition or Involuntary Disposition (or if committed commits to such reinvestment during within such twelve three hundred sixty-five (12365) month day period and actually consummates such reinvestment within one hundred eighty (180) days after such three hundred sixty-five (365) day period, reinvested no later than six (6) months thereafter); provided 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 Loans and/or Cash Collateralize the L/C ObligationsObligations as hereinafter provided. Any prepayment pursuant to this Section 2.05(b)(ii)(A) shall be applied as set forth in, and subject to, Section 2.05(b)(v).

Dispositions and Involuntary Dispositions. The Borrower shall prepay (within thirty (30) days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three (3) Business Days of the date of such Disposition or Involuntary DispositionDispositions; provided, however, that so long as no Event of Default shall have occurred and be continuingthat, 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 all such Disposition Dispositions or Involuntary Disposition Dispositions in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to the extent Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within three hundred sixty five (but specifically excluding current assets as classified by GAAP365) within twelve (12) months after days of the receipt date of such Net Cash Proceeds Disposition or Involuntary Disposition (or if committed to reinvestment during the extent it commits within such twelve three hundred sixty five (12365) month day period to make such reinvestment, within one hundred eighty (180) days after such three hundred sixty five (365) day period, reinvested no later than six (6) months thereafter); provided provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period(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. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party Borrowers or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within three ten (310) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 2,500,000 and (B) at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be requiredDisposition or Involuntary Disposition) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating like assets (but specifically excluding current assets as classified by GAAP) within twelve (12) 12 months after the receipt of such Net Cash Proceeds (or reinvests all or any portion of such Net Cash Proceeds in like assets within 18 months after receipt thereof if committed a contractual commitment to reinvestment during such twelve (12) month period, reinvested no later than six (6) reinvest is entered into within 12 months thereafterafter 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 Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower Company shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and all Involuntary Dispositions Dispositions, within three (3) Business Days of the date of such Disposition or such Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuingthat, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from with respect to any such Disposition or Involuntary Disposition if the amount of Net Cash Proceeds received in any fiscal year of the Borrower connection with such Disposition or such Involuntary Disposition is less than or equal to $1,000,000, or greater than $10,000,000 and (B) if, at the election of the Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date that of such prepayment would otherwise Disposition or such Involuntary Disposition), so long as no Default or Event of Default shall have occurred and be required) to continuing at the extent time of such Disposition or Involuntary Disposition (or at the time of such reinvestment), such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets Eligible Assets within one hundred eighty (but specifically excluding current assets as classified by GAAP180) within twelve (12) months after days of the receipt date of such Net Cash Proceeds (Disposition or if committed to reinvestment during such twelve (12) month periodInvoluntary Disposition; provided, reinvested no later than six (6) months thereafter); provided further, that, if such Net Cash Proceeds shall have not been so reinvestedreinvested by the end of such period, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligationsas hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted TransfersDispositions permitted pursuant to Section 7.11(a) and through (f)), Involuntary Dispositions, or series of related Dispositions within three (3) Business Days of the date of such Disposition or Involuntary DispositionDispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by such Loan Party or any Subsidiary; provided, however, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date that of such prepayment would otherwise be required) to Disposition and promptly following the extent occurrence of any Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests may reinvest all or any portion of such Net Cash Proceeds in operating assets (but specifically excluding current assets so long as classified by GAAP) within twelve (12) months 180 days after the receipt of such Net Cash Proceeds Proceeds, such purchase, rebuilding, restoration or replacement shall have been consummated (or if committed as certified by the Borrower in writing to reinvestment during such twelve (12) month period, reinvested no later than six (6) months thereafterthe Administrative Agent); and provided thatfurther, if such however, that any Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds reinvested shall be immediately promptly applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.