Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. 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 Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that have not been so reinvested within such period shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided.

Dispositions and Involuntary Dispositions. The Borrowers Term Borrower shall offer to prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in accordance with clause (v) below in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary of any Loan Party from all Dispositions (other than any Disposition permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x) or (n)) and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI date of receipt of such Net Cash Proceeds in connection with such Disposition or Involuntary Disposition; provided, in however, that the case of the CPI Disposition, or such longer period as the Administrative Agent Term Borrower may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the use a portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that prepay or repurchase Other First Lien Secured Debt to the Net Cash Proceeds extent any applicable credit agreement, indenture or other agreement governing such Other First Lien Secured Debt so requires, in each case in an amount not to exceed the product of (x) the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) amount of the date such Net Cash Proceeds are receivedand (y) a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Debt and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Secured Debt and the outstanding principal amount of the Term Loans (provided that if the Borrower makes an offer to the holders of such Other First Lien Secured Debt to prepay or repurchase such Other First Lien Secured Debt in an amount permitted under this Section 2.05(b)(ii), to the extent that such offer is declined by the holders of such Other First Lien Secured Debt, the Borrower shall be required to prepay the Term Loans in an amount equal to the amount declined by such holders as if such declined amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their declined amount); provided, howeverfurther, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds the Term Borrower shall not be required to be so applied offer to prepay the Term Loans with such Net Cash Proceeds, (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 25,000,000 and (B) at the election of the Term Borrower Representative (as notified by the Term Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise on which a notice of prepayment shall be required to be used delivered to prepay Loans as set forth abovethe Administrative Agent pursuant to clause (v) below), to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAPassets) within three hundred sixty-five (365) 365 days after the receipt of such Net Cash Proceeds (or, if such Loan Party or Restricted Subsidiary shall have entered into a legally binding commitment within such 365-day period to so apply such Net Cash Proceeds, within 180 days following such 365-day period); provided that any if such Net Cash Proceeds that shall have not been so reinvested within such period the applicable period, the Term Borrower shall be immediately applied offer to prepay the Term Loans and/or in an aggregate amount equal to such Net Cash Collateralize Proceeds. Notwithstanding the L/C Obligations foregoing, if the Term Borrower reasonably determines (as hereinafter provided at certified by a Responsible Officer of the end Term Borrower describing in reasonable detail the applicable limitations) that any amounts attributable to Foreign Loan Parties and Foreign Subsidiaries that are required to be prepaid pursuant to this Section 2.05(b)(ii) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), then the Borrowers and their Restricted Subsidiaries shall not be required to prepay such periodamounts as required under this Section 2.05(b)(ii) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided further, that the threshold Borrowers and their Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in clause (A) above and the reinvestment period in clause (B) above shall not apply order to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedeffect such prepayments without violating local law or incurring material adverse tax consequences.

Dispositions and Involuntary Dispositions. The Borrowers 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 five three (53) Business Days (or 120 days from the closing of the CPI Disposition, in the case date of the CPI Disposition, such Disposition or such longer period as Involuntary Disposition; provided, that: (A) the Administrative Agent may agree giving due consideration Borrower shall not be required to prepay the Parent’s accounting requirements relating Loans pursuant to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that 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 the CPI Disposition shall be payable on the terms set forth in this Section 2.05(bBorrower is equal to or exceeds $10,000,000; and (B) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of such Net Cash Proceeds are otherwise required to be used to prepay Loans Disposition or such Involuntary Disposition), so long as set forth above) to 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 (other than current assets as classified by GAAP) within three hundred sixty-five (365180) days after of the receipt date of such Net Cash ProceedsDisposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (180)-day period to make such reinvestment, within one hundred eighty (180) days ​ ​ ​ after such one hundred eighty (180)-day period); provided that any provided, further, that, if such Net Cash Proceeds that shall have not been so reinvested within by the end of such period period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedSection 2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Borrowers 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 five three (53) Business Days (or 120 days from the closing of the CPI Disposition, in the case date of the CPI Disposition, such Disposition or such longer period as Involuntary Disposition; provided, that: (A) the Administrative Agent may agree giving due consideration Borrower shall not be required to prepay the Parent’s accounting requirements relating Loans pursuant to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that 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 the CPI Disposition shall be payable on the terms set forth in this Section 2.05(bBorrower is equal to or exceeds $10,000,000; and (B) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of such Net Cash Proceeds are otherwise required to be used to prepay Loans Disposition or such Involuntary Disposition), so long as set forth above) to 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 (other than current assets as classified by GAAP180) days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within three such one hundred sixty-five eighty (365180)-day period to make such reinvestment, within one hundred eighty (180) days after the receipt of such Net Cash Proceedsone hundred eighty (180)-day period); provided that any provided, further, that, if such Net Cash Proceeds that shall have not been so reinvested within by the end of such period period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause Section 2.05(b)(iii). (Ai) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided[Reserved].

Dispositions and Involuntary Dispositions. The Borrowers 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 five thirty (530) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date of such Net Cash Proceeds are receivedDisposition or Involuntary Disposition; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (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 Parent Borrower is equal to or greater than $5,000,000 500,000. 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 Representative (as notified by the Borrower Representative 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 making of such Reinvestment, such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to 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 (other than current assets as classified by GAAPthe case of the RPA Disposition, 360 days) within three hundred sixty-five (365) days after the initial receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that have not been so reinvested within such period shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided provided, further, that (x) in the threshold case of the RPA Disposition, 10% of the amounts not so reinvested during such 360-day period, and (y) in clause (A) above and the reinvestment period case of any other Disposition or Involuntary Disposition, 100% of the amounts not so reinvested during such 180-day period, in clause (B) above each case shall not apply be paid to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedAdministrative Agent and applied in accordance with Section 2.05(b)(v).

Dispositions and Involuntary Dispositions. The Borrowers Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of with the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions Dispositions, within five (5) Business Days (or 120 days from the closing of the CPI date of such Disposition or Involuntary Disposition, in ; provided that the case of the CPI Disposition, or such longer period as the Administrative Agent Borrower may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of reinvest such Net Cash Proceeds allocated in properties or assets(x) arising from Term Priority Collateral if and to Foreign Subsidiariesthe extent permitted in the Term Loan Agreement and the Intercreditor Agreement and (y) arising from any (A) other Dispositions of assets or property (including ABL Priority Collateral) arising from any single transaction or series of related transactions in an amount not to exceed $100,000 in the aggregate for any calendar year or (B) Involuntary Dispositions, in either case, within one-hundred eighty (180) days of the date of such Disposition or Involuntary Disposition; it provided, further that, subject to the terms of the Intercreditor Agreement, to the extent such periodthe applicable reinvestment period under the foregoing subclause (x) or (y), as the case may be, has expired without such reinvestment being understood that made or completed and/or to the extent of any excess Net Cash Proceeds described in the foregoing subclause (y) in any calendar year, any remaining Net Cash Proceeds wouldand/or excess Net Cash Proceeds, as applicable, immediately shall be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations. Notwithstanding the foregoing to the contrary, subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of the CPI Disposition Dispositions and Involuntary Dispositions of Term Loan Priority Collateral first, shall be payable on applied or reinvested as provided in the terms set forth in this Section 2.05(b) whether Term Loan Agreement, and second, the CPI Disposition closed, or closes, before or after the Closing Date) of the date such excess Net Cash Proceeds are received; 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 (Aif any) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that have not been so reinvested within such period shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at (it being understood and agreed that if there is no such excess amount, the end of such period; provided further, that the threshold in clause (ABorrower’s obligations under this Section 2.05(b)(i) above and the reinvestment period in clause (B) above shall not apply with respect to the Net Cash Proceeds received from the CPI Disposition, all of which Term Priority Collateral shall be used to prepay satisfied by the Loans and/or Cash Collateralize Borrower’s compliance with the L/C Obligations as hereinafter providedapplicable provisions of the Term Loan Agreement).

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 Dispositions 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 five (5) Business Days (or 120 days from the closing of the CPI Dispositionor, in the case of the CPI Disposition, or any such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation Disposition made by any Subsidiary of the portion Domestic Borrower organized under the laws of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood a jurisdiction in Asia that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(bis not a Loan Party, within thirty (30) whether the CPI Disposition closed, or closes, before or after the Closing Datedays) of the later of the date of the related Disposition and the date of such Net Cash Proceeds are receivedreceipt; provided, however, (A) that so long as no 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 Parent Domestic Borrower is equal to or greater than $5,000,000 30,000,000 and (By) at the election of the Domestic Borrower Representative (as notified by the Domestic Borrower Representative to the Administrative Agent on or prior to the date of such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth aboveDisposition 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 (other than but specifically excluding current assets as classified by GAAP) within three one hundred sixty-five eighty (365180) days after the receipt of such Net Cash Proceeds; provided that any if such Net Cash Proceeds that shall have not been so reinvested within such period they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply 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 the CPI any such Disposition, all of which ) shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedin 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 Borrowers 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 the Loan Party or any Restricted Subsidiary Parties from all Dispositions pursuant to Section 7.05(f), (h), (i), (j) and (l) (other than Permitted Transfers) and Involuntary Dispositions of Collateral within five ten (510) Business Days of the date of such Disposition or Involuntary Disposition that are in excess of $10,000,000; provided that, other than with respect to Net Cash Proceeds received in connection with a Disposition or Involuntary Disposition of the Manufacturing Facility, if the Borrower or its Restricted Subsidiaries invest (or 120 days commit to invest) the Net Cash Proceeds from the closing of the CPI Disposition, in the case of the CPI Disposition, such event (or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the a portion thereof) within 12 months after receipt of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (y) with respect to which the Net Cash Proceeds Administrative Agent, on behalf of the CPI Disposition Secured Parties, shall have received a first priority perfected security interest, then no prepayment shall be payable on the terms set forth required pursuant to this paragraph in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion respect of such Net Cash Proceeds in operating assets respect of such event (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after or the receipt applicable portion of such Net Cash Proceeds; provided , if applicable) except to the extent of any such Net Cash Proceeds therefrom that any 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 such 12-month period, have not been so invested within one hundred eighty (180) days after the 12-month period 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 reinvested within 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 period 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 immediately applied required pursuant to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end this paragraph in respect of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedProceeds.

Dispositions and Involuntary Dispositions. The Borrowers Issuer shall prepay promptly (and, in any event, within three (3) Business Days upon the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to receipt by any Note Party or any Subsidiary apply 100% of the Net Cash Proceeds received by of any Loan Party Disposition or any Restricted Subsidiary from all Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions within five do not exceed (5x) Business Days prior to the Combination Closing Date, $1,000,000 and (y) on or 120 days from after the closing of the CPI DispositionCombination Closing Date, $3,000,000, in each case, in the case aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) to prepay the Notes and the accrued but unpaid interest thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (1) prior to the Combination Closing Date, within 90 days of the CPI Dispositiondate of such Disposition or Involuntary Disposition and (2) on or after the Combination Closing Date, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion (I) within twelve months following receipt of such Net Cash Proceeds allocated or (II) if the Issuer or any Subsidiary enters into a legally binding commitment to Foreign Subsidiariesreinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; it being understood provided, that if at the time that any such prepayment would be required, (I) the Issuer is also required to prepay the Bridge Notes (to the extent required by the Bridge Note Purchase Agreement), then the Issuer may apply the Net Cash Proceeds in accordance with the First Lien Intercreditor Agreement and any declined proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the CPI Disposition shall be payable on Bridge Note Purchase Agreement and (II) after a Discharge of Priority Bridge Obligations (as defined in the terms set forth in this Section 2.05(b) whether First Lien Intercreditor Agreement), the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be Issuer is also required to be so applied (A) until offer to purchase any Indebtedness outstanding under the aggregate amount FP Note Purchase Agreement as a result of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative pursuant to the Administrative Agent on or prior to terms thereof, then the date Issuer, at its election, may apply such Net Cash Proceeds are otherwise required to be used to prepay Loans not in excess of a pro rata basis (as set forth abovedetermined in accordance with Section 2.12 of the First Lien Intercreditor Agreement) to the extent prepayment of such Loan Party outstanding amounts, plus the accrued but unpaid interest thereon, plus, subject to Section 2.12 of the First Lien Intercreditor Agreement, any applicable Call Premium, if any, under the FP Note Purchase Agreement; provided, further that if any holder of such Indebtedness declines (or such Restricted Subsidiary reinvests is deemed to have declined) all or any portion of such Net Cash Proceeds offer to purchase, such declined amount shall promptly (and, in operating assets (other than current assets as classified by GAAP) any event, within three hundred sixty-five (3653) days Business Days after the receipt of such Net Cash Proceeds; provided that any holder has declined (or is deemed to have declined) such Net Cash Proceeds that have not been so reinvested within such period shall offer to purchase) be immediately applied to prepay the Loans and/or Cash Collateralize Notes in accordance with the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in this clause (A) above i). Notwithstanding the foregoing, the Note Parties and their Subsidiaries may not exercise the reinvestment period rights set forth in clause (B) above shall not apply the preceding sentence with respect to the Net Cash Proceeds received from (other than the CPI Disposition, all De Minimis Disposition Proceeds) in excess of which $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations applied as hereinafter providedset forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrowers If the Borrower or any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any fiscal year, the Borrower shall prepay prepay, on or prior to the date that is five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are receivedProceeds; provided, however, that that, at the election of the Borrower, and so long as no Default or 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 Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests Guarantor may use all or any portion of such Net Cash Proceeds as Investments in operating (x) any assets that shall be used in the business of the Borrower and its Subsidiaries or (other than current y) Equity Interests of any Person that, upon the acquisition thereof, would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets as classified by GAAPor acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds and (B) such purchase shall have been consummated within three hundred sixty-five (365) 450 days after the receipt of such Net Cash Proceeds; provided provided, further, however, that any such Net Cash Proceeds that have not been so reinvested applied within such period 365 or 450 day period, as applicable, shall be immediately promptly applied to prepay the prepayment of the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold set forth in clause (Av) above and the reinvestment period below. Notwithstanding anything in clause (Bthis Section 2.05(b)(ii) above shall not apply to the contrary, in no event shall any Net Cash Proceeds received from by the CPI DispositionBorrower or Subsidiary with respect to a Disposition of any Excluded WD Assets, all the Equity Interests of which shall any Excluded WD Subsidiary or an Unrestricted Subsidiary that has no material assets other than Excluded WD Assets or the Equity Interests of Excluded WD Subsidiaries, be used required to prepay be applied to repay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedLoans.

Dispositions and Involuntary Dispositions. The Borrowers If the Borrower or any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any fiscal year, the Borrower shall prepay prepay, on or prior to the date that is five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are receivedProceeds; provided, however, that that, at the election of the Borrower, and so long as no Default or 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 Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests Guarantor may use all or any portion of such Net Cash Proceeds as Investments in operating (x) any assets that shall be used in the business of the Borrower and its Subsidiaries or (other than current y) Equity Interests of any Person that, upon the acquisition thereof, would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets as classified by GAAPor acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds and (B) such purchase shall have been consummated within three hundred sixty-five (365) 450 days after the receipt of such Net Cash Proceeds; provided provided, further, however, that any such Net Cash Proceeds that have not been so reinvested applied within such period 365 or 450 day period, as applicable, shall be immediately promptly applied to prepay the prepayment of the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold set forth in clause (Av) above below. (iv) Section 2.05(b) of the Credit Agreement is hereby amended to renumber Section 2.05(b)(iv) as Section 2.05(b)(v) and the reinvestment period in clause amend subclause (B) above shall not apply thereof to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations read as hereinafter provided.follows:

Dispositions and Involuntary Dispositions. (A) The Borrowers 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 Dispositions or Involuntary Dispositions of Revenue Equipment Collateral), within five three (53) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date of such Net Cash Proceeds are receivedDisposition or Involuntary Disposition; provided, howeverthat, 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on prior to, or prior to within thirty (30) days after, the date of such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) 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 (other than current assets as classified by GAAP) Eligible Assets within three hundred sixty-five (365) days after of the receipt date of such Net Cash ProceedsDisposition or Involuntary Disposition (or commits to such reinvestment within such three hundred sixty-five (365) day period and actually consummates such reinvestment within one hundred eighty (180) days after such three hundred sixty-five (365) day period); provided that any provided, further, that, if such Net Cash Proceeds that shall have not been so reinvested within reinvested, such period Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided furtherprovided. Any prepayment pursuant to this Section 2.05(b)(ii)(A) shall be applied as set forth in, that the threshold in clause (A) above and the reinvestment period in clause subject to, Section 2.05(b)(v). (B) above The Borrower shall not apply 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 of Revenue Equipment Collateral, within three (3) Business Days of the CPI date on which the Borrower was required to disclose such Disposition or Involuntary Disposition in a Rolling Stock Report; provided, that, so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent prior to, or within thirty (30) days after, the date of such Disposition or Involuntary Disposition), such Loan Party or such Restricted Subsidiary reinvests all or any portion of which such Net Cash Proceeds in replacement Revenue Equipment Collateral within one hundred eighty (180) days of the date of such Disposition or Involuntary Disposition (it being understood that until such time as such Net Cash Proceeds are reinvested in Revenue Equipment Collateral, such Net Cash Proceeds shall be used held in a deposit account maintained with Bank of America or otherwise in a deposit account subject to a Qualifying Control Agreement); 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 Obligations as hereinafter provided. Any prepayment pursuant to this Section 2.05(b)(ii)(B) shall be applied as set forth in, and subject to, Section 2.05(b)(v).

Dispositions and Involuntary Dispositions. The Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Term Loan and thereafter, all other Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds of any Disposition or Involuntary Disposition (each such prepayment to be applied as set forth in clause (vii) below) excluding the proceeds of any Dispositions less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (a), (b) or (c) of Section 7.05. Notwithstanding the foregoing, if at the time of the receipt of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within 365 days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their respective Subsidiaries (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the Borrower may use such Net Cash Proceeds in the manner set forth in such certificate, provided, that, (A) such Net Cash Proceeds shall be held in a Controlled Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $2,000,000 in any Fiscal Year plus any insurance proceeds received by in respect of any Loan Party Disposition, (C) any assets so acquired shall be subject to the security interests under the Collateral Documents with not less than the same priority as the assets subject to such Disposition or Involuntary Disposition, and (D) any Restricted Subsidiary from all Dispositions such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and Involuntary Dispositions within notice of such agreement has been delivered to the Administrative Agent) after receipt thereof, (2) the date that is five (5) Business Days (or 120 days from after the closing of date on which the CPI Disposition, in the case of the CPI Disposition, or such longer period as Borrower Representative shall have notified the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of Borrowers’ determination not to purchase such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating replacement assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of with such Net Cash Proceeds; provided , (3) the date on which an Event of Default set forth in Section 9.01(a) occurs, and (4) the date that any such Net Cash Proceeds that have not been so reinvested within such period shall be immediately applied to prepay is five (5) Business Days after the Loans and/or Cash Collateralize delivery of a notice by the L/C Obligations as hereinafter provided at Administrative Agent or the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply Required Lenders to the Net Cash Proceeds received from Borrower Representative during the CPI Disposition, all continuance of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedany other Event of Default.

Dispositions and Involuntary Dispositions. The Borrowers 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 Dispositions, within five three (53) Business Days (or 120 days from the closing of the CPI Disposition, in the case date of the CPI Disposition, such Disposition or such longer period as Involuntary Disposition; provided, that: (A) the Administrative Agent may agree giving due consideration Borrower shall only be required to prepay the Loans and/or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that extent the Net Cash Proceeds of the CPI received by such Loan Party or such Subsidiary in connection with any such Disposition shall be payable on the terms set forth in this Section 2.05(bor such Involuntary Disposition exceed $1,000,000; and (B) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) 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 (other than current assets as classified by GAAPassets) within three one hundred sixtyeighty (180) days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within such one hundred eighty (180) day-five period to make such reinvestment, within one hundred eighty (365180) days after the receipt of such Net Cash Proceedsone hundred eighty (180) day-period); provided that any provided, further, that, if such Net Cash Proceeds that shall have not been so reinvested within by the end of such period period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (Aiv) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedbelow.

Dispositions and Involuntary Dispositions. The Borrowers Issuer shall prepay promptly (and, in any event, within three (3) Business Days ofupon the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to receipt thereof)by any Note Party or any Subsidiary apply 100% of the Net Cash Proceeds received by any Loan Party of all Dispositions andany Disposition or any Restricted Subsidiary from all Involuntary DispositionsDisposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions within five do not exceed (5x) Business Days prior to the Combination Closing Date, $1,000,000 and (y) on or 120 days from after the closing of the CPI DispositionCombination Closing Date, $3,000,000, in each case, in the case aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) to prepay the Notes and the accrued but unpaid interest thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (1) prior to the Combination Closing Date, within 90 days of the CPI Dispositiondate of such Disposition or Involuntary Disposition and (2) on or after the Combination Closing Date, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion (I) within twelve months following receipt of such Net Cash Proceeds allocated or (II) if the Issuer or any Subsidiary enters into a legally binding commitment to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date reinvest such Net Cash Proceeds are received; providedwithin twelve months following receipt thereof, however, that so long as no Default shall have occurred and be continuing, within the later of (A) twelve months following receipt of such Net Cash Proceeds shall not and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment iswould be required, the Issuer is also required to be so applied (A) until offer to purchase any Indebtedness outstanding under the aggregate amount FP Note Purchase Agreement as a result of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative pursuant to the Administrative Agent on or prior to terms thereof, then the date Issuer, at its election, may apply such Net Cash Proceeds are otherwise required to be used to prepay Loans not in excess of a pro rata basis (as set forth abovedetermined in accordance with Section 2.12 of the First Lien Intercreditor Agreement) to the extent prepayment of such Loan Party outstanding amounts, plus the accrued but unpaid interest thereon, plus, subject to Section 2.12 of the First Lien Intercreditor Agreement, any applicable Call Premium, if any, under the FP Note Purchase Agreement; provided, further that if any holder of such Indebtedness declines (or such Restricted Subsidiary reinvests is deemed to have declined) all or any portion of such Net Cash Proceeds offer to purchase, such declined amount shall promptly (and, in operating assets (other than current assets as classified by GAAP) any event, within three hundred sixty-five (3653) days Business Days after the receipt of such Net Cash Proceeds; provided that any holder has declined (or is deemed to have declined) such Net Cash Proceeds that have not been so reinvested within such period shall offer to purchase) be immediately applied to prepay the Loans and/or Cash Collateralize Notes in accordance with the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in this clause (A) above i). Notwithstanding the foregoing, the Note Parties and their Subsidiaries may not exercise the reinvestment period rights set forth in clause (B) above shall not apply the preceding sentence with respect to the Net Cash Proceeds received from (other than the CPI Disposition, all De Minimis Disposition Proceeds) in excess of which $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations applied as hereinafter providedset forth in clause (iv) below.

Dispositions and Involuntary Dispositions. Subject to the provisions of Section 2.05(b)(ii) relative to the South Gate Disposition, the The Borrowers Borrower shall prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of with the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions of: (A) any assets (other than Real Property) of the type constituting Term Loan Priority Collateral, in an amount equal to 100% of such aggregate Net Cash Proceeds, (B) any Real Property, in an amount equal to 90100% of such aggregate Net Cash Proceeds, and (C) subject to the Intercreditor Agreement, any other assets (including ABL Priority Collateral), in an amount equal to 100% of such aggregate Net Cash Proceeds, unless such proceeds are applied to prepay the ABL Debt under the terms of the ABL Documents, in each case, within five (5) Business Days days after the date of such Disposition or Involuntary Disposition; provided that, the Borrower may, within one-hundred eighty (or 120 180) days from the closing of the CPI date of such Disposition or Involuntary Disposition, reinvest such Net Cash Proceeds from (x) an Disposition or Involuntary Disposition of the Vicksburg Property or [reserved], (y) any Disposition or Involuntary Disposition of Equipment arising from any single transaction or related series of transactions in aggregate amount not to exceed $100,000 in the aggregate for any calendar year, or (z) an Involuntary Disposition of Real Property, in the case of either (x) or (y), in replacement Equipment or other Term Loan Priority Collateral used or useful in the CPI DispositionBorrower’s business, or in the case of (z) to repair or replace the applicable Real Property; provided further that, during such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closedreinvestment period, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; provided, however, that so long as no Default shall have occurred and be continuing, all such Net Cash Proceeds shall not be required delivered upon receipt to be so applied (A) until Administrative Agent for deposit to the aggregate amount of Term Loan Cash Collateral Account; and provided further that, to the extent such period has expired without such reinvestment being made or completed, any remaining Net Cash Proceeds derived shall be applied to prepay the Term Loans and any other remaining Obligations. Notwithstanding the foregoing, upon notice from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent to Borrower, up to 100% of aggregate Net Cash Proceeds received on or prior account of Dispositions made pursuant to Section 7.05(g) shall be applied in reduction of the date Term Loans (including, for clarity, all such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) on deposit in the Term Loan Cash Collateral Account), to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets have not previously been reinvested or committed to be reinvested pursuant to this Section 2.05(b) (other than current assets provided such reinvestment is scheduled to be completed within the foregoing 180 day period commencing as classified by GAAP) within three hundred sixty-five (365) days after of the receipt date of such Net Cash Proceeds; provided that any such the applicable Disposition). Any reinvestment of Net Cash Proceeds that have not been so reinvested within such period pursuant to this Section 2.05(b) shall also be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply subject to the Net Cash Proceeds received from the CPI Disposition, all terms of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedSection 6.22(c).

Dispositions and Involuntary Dispositions. The Borrowers Borrower shall prepay the Loans and/or and Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from of all Dispositions and (other than Involuntary Dispositions within five (5Dispositions) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood extent that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date all such Net Cash Proceeds are received; 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 or Involuntary Disposition Dispositions received in any fiscal year of exceed $10,000,000 as follows: (a) if the Parent Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Disposition) is greater than or equal to or greater than $5,000,000 and 4.0 to 1.0, then (B1) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion 50% of such Net Cash Proceeds with respect to such Dispositions shall be applied to such prepayment immediately upon the Borrower's calculation of such Net Cash Proceeds (and in operating assets (other any event not later than current assets as classified by GAAP) within three hundred sixty-five (365) 45 days after the of receipt of such Net Cash Proceeds; provided that any ) and (2) to the extent the remaining amount of such Net Cash Proceeds that have are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been so reinvested made for such reinvestment prior to the expiration of such 12-month period, within 24 months) of the date of such period Disposition, a prepayment in the amount of such remaining Net Cash Proceeds shall be immediately applied due and payable upon the expiration of such period and (b) if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Disposition) is less than 4.0 to 1.0, then to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been made for such reinvestment prior to the expiration of such 12-month period, within 24 months) of the date of such Disposition, a prepayment in the amount of such remaining Net Cash Proceeds shall be immediately due and payable upon the expiration of such period. The Borrower shall prepay the Loans and/or and Cash Collateralize the L/C Obligations as hereinafter hereafter provided at the end in an aggregate amount equal to 100% of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received of all Involuntary Dispositions to the extent that the Net Cash Proceeds from any such Involuntary Disposition are not reinvested in Eligible Assets within 12 months (or, if a contractual obligation has been made for such reinvestment prior to the CPI expiration of such 12-month period, within 24 months) of the date of such Involuntary Disposition, all of which . Any prepayment pursuant to this clause (ii) shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations applied as hereinafter providedset forth in clause (vi) below.

Dispositions and Involuntary Dispositions. The Borrowers shall Borrower shall, within three (3) Business Days after receipt thereof, 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 of any Loan Party Disposition or Involuntary Disposition (each such prepayment to be applied as set forth in clause (vi) below) in excess of $1,000,000 in any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from Fiscal Year. Notwithstanding the closing foregoing, if at the time of the CPI Disposition, in the case of the CPI Disposition, receipt or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion application of such Net Cash Proceeds allocated no Event of Default has occurred and is continuing and the Borrower delivers to Foreign Subsidiaries; the Administrative Agent a certificate, executed by the Borrower’s chief financial officer, that it being understood that the intends within one hundred eighty (180) days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the CPI Disposition shall be payable on Borrower and its Subsidiaries, to make Capital Expenditures or to repair or restore assets, in each case to the terms extent permitted hereunder, the Borrower may use such Net Cash Proceeds in the manner set forth in this Section 2.05(bsuch certificate; provided, however, that, (A) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds shall be held in a bank account subject to a Deposit Account Control Agreement until such time as such Net Cash Proceeds are received; providedused to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, howeveras the case may be, 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that have not been so reinvested used within one hundred eighty day-period shall, on the first Business Day immediately following such period period, be applied as a prepayment in accordance with clause (vi) below and (C) any assets so acquired shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply subject to the Net Cash Proceeds received from security interests under the CPI Collateral Documents in the same priority as the assets subject to such Disposition or Involuntary Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided.

Dispositions and Involuntary Dispositions. The Borrowers Except to the extent such Disposition or Involuntary Disposition constitutes a Permitted Refranchising Sale or a Disposition described in clause (a), (b), (c) or (f) of Section 7.05, Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided Term Loan in an aggregate amount equal to 100% of the Net Cash Proceeds received by of any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date each such Net Cash Proceeds are otherwise required prepayment to be used to prepay Loans applied as set forth abovein clause (vii) to below). Notwithstanding the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion foregoing, if at the time of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds; , no Default or Event of Default has occurred and is continuing and Borrower delivers to the Administrative Agent a certificate, executed by a Responsible Officer of Borrower, that it intends within 270 days after receipt thereof to reinvest such Net Cash Proceeds in assets used or useful in the business of Borrower and its Subsidiaries (other than Cash Equivalents or other current assets) including to make Capital Expenditures, Borrower may reinvest such Net Cash Proceeds as described in such certificate, provided that that, (A) such Net Cash Proceeds shall be held in a Controlled Account until such time as such Net Cash Proceeds are used for such reinvestment or required to be applied to the Obligations, as the case may be and (B) any such Net Cash Proceeds that have not been so reinvested or committed to be reinvested pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such period shall date) be immediately applied as a prepayment in accordance with clause (vii) below: (1) the date that is 270 days (or 360 days, if committed to prepay such use pursuant to a binding agreement that was entered into on or before the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end 270th day after receipt of such period; provided furtherproceeds) after receipt thereof, (2) the date that is five (5) Business Days after the threshold date on which Borrower shall have notified the Administrative Agent of Borrower’s determination not to reinvest such Net Cash Proceeds, (3) the date on which an Event of Default set forth in clause Section 9.01(a), (Af) above or (g) occurs, and (4) the reinvestment period in clause date that is two (B2) above shall not apply Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Net Cash Proceeds received from Borrower during the CPI Disposition, all continuance of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedany other Event of Default.

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

Dispositions and Involuntary Dispositions. (A) The Borrowers Borrower shall promptly (and in any event, within ten (10) Business Days) 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 of all Dispositions (other than Dispositions constituting Permitted Ex-US Licenses) and Involuntary Dispositions received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are receivedSubsidiary; provided, however, that so long as no Default shall have occurred and be continuingthat, 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 all such Disposition or Dispositions and Involuntary Disposition in any fiscal year Dispositions during the term of the Parent this Agreement is equal to or greater than $5,000,000 1,000,000 (and then only in excess of such amount) and (By) if, at the election of the Borrower, such Loan Party or such Subsidiary reinvests such Net Cash Proceeds in Eligible Assets within two hundred and seventy (270) days of the date of such Disposition or Involuntary Disposition. Any prepayment pursuant to this clause (i)(A) shall be applied as set forth in clause (iv) below. (B) The Borrower Representative shall promptly (and in any event, within ten (10) Business Days) prepay the Loans in an aggregate amount equal to fifty percent (50%) of the Net Cash Proceeds of all Permitted Ex-US Licenses received by any Loan Party or any Subsidiary; provided, that, such Net Cash Proceeds shall not be required to be so applied (x) until the aggregate amount of Net Cash Proceeds derived from all such Permitted Ex-US Licenses during the term of this Agreement is equal to or greater than $1,000,000 (and then only in excess of such amount) and (y) any Lender, at its option, may elect not to accept such prepayment as notified provided below. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this clause (B) at least ten (10) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this clause (B) (the “Permitted Ex-US License Prepayment Amount”). The Administrative Agent will promptly notify each Lender of the contents of any such prepayment notice so received from the Borrower, including the date on which such prepayment is to be made by the Borrower Representative (the “Permitted Ex-US License Prepayment Date”). Any Lender may decline to accept all or any portion of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Administrative Agent no later than five (5) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If any Lender does not give a notice to the Administrative Agent on or prior to such fifth (5th) Business Day informing the date Administrative Agent that it declines to accept the applicable prepayment, then such Net Cash Proceeds are otherwise required Lender will be deemed to be used to prepay Loans as set forth above) have accepted such prepayment. On any Permitted Ex-US License Prepayment Date, an amount equal to the extent Permitted Ex-US License Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAP) within three hundred sixtyPermitted Ex-five (365) days after the receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that have not been so reinvested within such period US License Prepayment Date, shall be immediately paid to the Administrative Agent by the Borrower and applied by the Administrative Agent ratably to prepay the Loans and/or Cash Collateralize owing to Lenders (other than Declining Lenders) in the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold manner described in clause (Aiv) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedfor such prepayment.

Dispositions and Involuntary Dispositions. The Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Term Loan and thereafter, all other Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds of any Disposition or Involuntary Disposition (each such prepayment to be applied as set forth in clause (vii) below) excluding the proceeds of any Dispositions less than $2,000,000 in the aggregate in any Fiscal Year and any voluntary Disposition described in clauses (a), (b) or (c) of Section 7.05. Notwithstanding the foregoing, if at the time of the receipt of such Net Cash Proceeds no Default or Event of Default has occurred and is continuing and the Borrower Representative delivers to the Administrative Agent a certificate, executed by the Borrower Representative’s chief financial officer, that it intends within 365 days after receipt thereof to use all of such Net Cash Proceeds either to purchase assets used in the ordinary course of business of the Borrowers and their respective Subsidiaries (other than current assets, as defined in accordance with GAAP) or to make Capital Expenditures, the BorrowerBorrowers may use such Net Cash Proceeds in the manner set forth in such certificate, provided, that, (A) such Net Cash Proceeds shall be held in a Controlled Account until such time as such Net Cash Proceeds are used to purchase such assets or to make such Capital Expenditures or applied to the Obligations upon the occurrence of any Event of Default, as the case may be, (B) the aggregate amount of such Net Cash Proceeds so used and not subject to prepayment under this clause (ii) of this Section 2.05(b) shall not exceed $2,000,000 in any Fiscal Year plus any insurance proceeds received by in respect of any Loan Party Disposition, (C) any assets so acquired shall be subject to the security interests under the Collateral Documents with not less than the same priority as the assets subject to such Disposition or Involuntary Disposition, and (D) any Restricted Subsidiary from all Dispositions such Net Cash Proceeds not so used or committed to such use pursuant to a binding agreement on or before the earliest of the following dates shall promptly (but in any event within two (2) Business Days after such date) be applied as a prepayment in accordance with clause (vii) below: (1) the date that is 365 days (or 540 days, if committed to such use pursuant to a binding agreement that was entered into on or before the 365th day after receipt of such proceeds and Involuntary Dispositions within notice of such agreement has been delivered to the Administrative Agent) after receipt thereof, (2) the date that is five (5) Business Days (or 120 days from after the closing of date on which the CPI Disposition, in the case of the CPI Disposition, or such longer period as Borrower Representative shall have notified the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of Borrowers’ determination not to purchase such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating replacement assets (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after the receipt of with such Net Cash Proceeds; provided , (3) the date on which an Event of Default set forth in Section 9.01(a) occurs, and (4) the date that any such Net Cash Proceeds that have not been so reinvested within such period shall be immediately applied to prepay is five (5) Business Days after the Loans and/or Cash Collateralize delivery of a notice by the L/C Obligations as hereinafter provided at Administrative Agent or the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply Required Lenders to the Net Cash Proceeds received from Borrower Representative during the CPI Disposition, all continuance of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedany other Event of Default.

Dispositions and Involuntary Dispositions. The Borrowers Subject to the provisions of Section 2.05(b)(ii) relative to the South Gate Disposition, the Borrower shall prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of with the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions of: (A) any assets (other than Real Property) of the type constituting Term Loan Priority Collateral, in an amount equal to 100% of such aggregate Net Cash Proceeds, (B) any Real Property, in an amount equal to 90% of such aggregate Net Cash Proceeds, and (C) subject to the Intercreditor Agreement, any other assets (including ABL Priority Collateral), in an amount equal to 100% of such aggregate Net Cash Proceeds, unless such proceeds are applied to prepay the ABL Debt under the terms of the ABL Documents, in each case, within five (5) Business Days days after the date of such Disposition or Involuntary Disposition; provided that, the Borrower may, within one-hundred eighty (or 120 180) days from the closing of the CPI date of such Disposition or Involuntary Disposition, reinvest such Net Cash Proceeds from (x) an Disposition or Involuntary Disposition of the Vicksburg Property or (y) any Disposition or Involuntary Disposition of Equipment, or (z) an Involuntary Disposition of Real Property, in the case of either (x) or (y), in replacement Equipment or other Term Loan Priority Collateral used or useful in the CPI DispositionBorrower’s business, or in the case of (z) to repair or replace the applicable Real Property; provided further that, during such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closedreinvestment period, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; provided, however, that so long as no Default shall have occurred and be continuing, all such Net Cash Proceeds shall not be required delivered upon receipt to be so applied (A) until Administrative Agent for deposit to the aggregate amount of Term Loan Cash Collateral Account; and provided further that, to the extent such period has expired without such reinvestment being made or completed, any remaining Net Cash Proceeds derived shall be applied to prepay the Term Loans and any other remaining Obligations. Notwithstanding the foregoing, upon notice from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent to Borrower, up to 100% of aggregate Net Cash Proceeds received on or prior account of Dispositions made pursuant to Section 7.05(g) shall be applied in reduction of the date Term Loans (including, for clarity, all such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth above) on deposit in the Term Loan Cash Collateral Account), to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets have not previously been reinvested or committed to be reinvested pursuant to this Section 2.05(b) (other than current assets provided such reinvestment is scheduled to be completed within the foregoing 180 day period commencing as classified by GAAP) within three hundred sixty-five (365) days after of the receipt date of such Net Cash Proceeds; provided that any such the applicable Disposition). Any reinvestment of Net Cash Proceeds that have not been so reinvested within such period pursuant to this Section 2.05(b) shall also be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply subject to the Net Cash Proceeds received from the CPI Disposition, all terms of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedSection 6.22(c).

Dispositions and Involuntary Dispositions. The Borrowers Borrower shall prepay the Loans, together with any accrued but unpaid interest on any principal amount of the Loans and/or Cash Collateralize being prepaid (collectively, the L/C Obligations as hereinafter provided “Mandatory Prepayment”) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any the Loan Party or any Restricted Subsidiary Parties from all Dispositions pursuant to Section 7.05(e) and (f) and Involuntary Dispositions of Collateral within five ten (510) Business Days (or 120 days from the closing of the CPI Disposition, in the case of the CPI Disposition, or such longer period as the Administrative Agent may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that the Net Cash Proceeds of the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; provided, however, received 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 are in excess of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition $500,000 in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of Borrower; provided that, if the Borrower Representative or its Subsidiaries invest (as notified by or commit to invest) the Borrower Representative to Net Cash Proceeds from such event (or a portion thereof) within one hundred eighty (180) days following the Administrative Agent on or prior to the date receipt of such Net Cash Proceeds are otherwise (the “Reinvestment Period”), in each case, to acquire, maintain, develop, construct, improve, upgrade, repair or make capital expenditures or Investments with respect to assets or property (x) that constitute Collateral or (y) with respect to which the Administrative Agent, on behalf of the Secured Parties, shall have received a first priority perfected security interest, then no prepayment shall be required pursuant to be used to prepay Loans as set forth above) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion this paragraph in respect of such Net Cash Proceeds in operating assets respect of such event (other than current assets as classified by GAAP) within three hundred sixty-five (365) days after or the receipt applicable portion of such Net Cash Proceeds; provided , if applicable) except to the extent of any such Net Cash Proceeds therefrom that any have not been so invested (or committed to be invested) by the end of such Reinvestment Period, at which time a Mandatory Prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so reinvested within such period shall invested (or committed to be immediately applied to prepay invested). For the avoidance of doubt, the amount of any Mandatory Prepayment (including any accrued but unpaid interest on any principal amount of the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in being prepaid) pursuant to this clause (Ai) above and the reinvestment period in clause (B) above shall not apply to exceed 100% of the Net Cash Proceeds received by the Loan Parties from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedDisposition or Involuntary Disposition requiring such Mandatory Prepayment.

Dispositions and Involuntary Dispositions. The Borrowers Term Borrower shall offer to prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in accordance with clause (v) below in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary of any Loan Party from all Dispositions (other than any Disposition permitted by Xxxxxxx Xxxxxxx 00.00(x), (x), (x), (x), (x), (x), (x), (x), (x) or (n)) and Involuntary Dispositions within five (5) Business Days (or 120 days from the closing of the CPI date of receipt of such Net Cash Proceeds in connection with such Disposition or Involuntary Disposition; provided, in however, that the case of the CPI Disposition, or such longer period as the Administrative Agent Term Borrower may agree giving due consideration to the Parent’s accounting requirements relating to transfer and repatriation of the use a portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that prepay or repurchase Other First Lien Secured Debt to the Net Cash Proceeds extent any applicable credit agreement, indenture or other agreement governing such Other First Lien Secured Debt so requires, in each case in an amount not to exceed the product of (x) the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, or closes, before or after the Closing Date) amount of the date such Net Cash Proceeds are receivedand (y) a fraction, the numerator of which is the outstanding principal amount of such Other First Lien Secured Debt and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Secured Debt and the outstanding principal amount of the Term Loans (provided that if the Borrower makes an offer to the holders of such Other First Lien Secured Debt to prepay or repurchase such Other First Lien Secured Debt in an amount permitted under this Section Section 7.05(b)(ii), to the extent that such offer is declined by the holders of such Other First Lien Secured Debt, the Borrower shall be required to prepay the Term Loans in an amount equal to the amount declined by such holders as if such declined amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their declined amount); provided, howeverfurther, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds the Term Borrower shall not be required to be so applied offer to prepay the Term Loans with such Net Cash Proceeds, (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 25,000,000 and (B) at the election of the Term Borrower Representative (as notified by the Term Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise on which a notice of prepayment shall be required to be used delivered to prepay Loans as set forth abovethe Administrative Agent pursuant to clause (v) below), to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets as classified by GAAPassets) within three hundred sixty-five (365) 365 days after the receipt of such Net Cash Proceeds (or, if such Loan Party or Restricted Subsidiary shall have entered into a legally binding commitment within such 365-day period to so apply such Net Cash Proceeds, within 180 days following such 365-day period); provided that any if such Net Cash Proceeds that shall have not been so reinvested within such period the applicable period, the Term Borrower shall be immediately applied offer to prepay the Term Loans and/or in an aggregate amount equal to such Net Cash Collateralize Proceeds. Notwithstanding the L/C Obligations foregoing, if the Term Borrower reasonably determines (as hereinafter provided at certified by a Responsible Officer of the end Term Borrower describing in reasonable detail the applicable limitations) that any amounts attributable to Foreign Loan Parties and Foreign Subsidiaries that are required to be prepaid pursuant to this Section 2.05(b)(ii) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), then the Borrowers and their Restricted Subsidiaries shall not be required to prepay such periodamounts as required under this Section 2.05(b)(ii) until such material tax consequences or local law violation no longer exists (any such limitation, a “Repatriation Limitation”); provided further, that the threshold Borrowers and their Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in clause (A) above and the reinvestment period in clause (B) above shall not apply order to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedeffect such prepayments without violating local law or incurring material adverse tax consequences.

Dispositions and Involuntary Dispositions. The Borrowers 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 five three (53) Business Days (or 120 days from the closing of the CPI Disposition, in the case date of the CPI Disposition, such Disposition or such longer period as Involuntary Disposition; provided, that: (A) the Administrative Agent may agree giving due consideration Borrower shall not be required to prepay the Parent’s accounting requirements relating Loans pursuant to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; it being understood that 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 the CPI Disposition shall be payable on the terms set forth in this Section 2.05(bBorrower is equal to or exceeds $10,000,000; and (B) whether the CPI Disposition closed, or closes, before or after the Closing Date) of the date such Net Cash Proceeds are received; 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of such Net Cash Proceeds are otherwise required to be used to prepay Loans Disposition or such Involuntary Disposition), so long as set forth above) to 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 (other than current assets as classified by GAAP180) days of the date of such Disposition or such Involuntary Disposition (or to the extent such Loan Party or such Subsidiary commits within three such one hundred sixty-five eighty (365180)-day period to make such reinvestment, within one hundred eighty (180) days after the receipt of such Net Cash Proceedsone hundred eighty (180)-day period); provided that any provided, further, that, if such Net Cash Proceeds that shall have not been so reinvested within by the end of such period period(s), such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter providedSection 2.05(b)(iii).

Dispositions and Involuntary Dispositions. The Borrowers shall (A) Dispositions Other Than Dispositions of Capital Stock of CyrusOne or Wireless Dispositions. In the event a Disposition Prepayment Event occurs with respect to any Property, other than Capital Stock of CyrusOne or CyrusOne LP or a Wireless Disposition, the Borrower shall, not later than the Applicable Prepayment Date, prepay the Tranche B Term Loan, the outstanding Revolving Loans and/or Cash Collateralize and prepay or purchase (and concurrently retire) other Prepayable Indebtedness of the L/C Obligations as hereinafter provided Borrower and its Subsidiaries (or, to the extent permitted by clause (iii)(A) below, make contributions to underfunded Pension Plans) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and Involuntary Dispositions within five (5) Business Days of the related Disposition not applied (or 120 days from caused to be applied) by the closing Loan Parties during the related Application Period to make Eligible Reinvestments as contemplated by the terms of Section 8.05(e)(vii) (such prepayment to be applied as set forth in clauses (iii)(A) and (iii)(C) below). Notwithstanding the foregoing, the Borrower shall not be required to make any prepayment under this Section 2.05(b)(ii)(A) if the Consolidated Total Leverage Ratio as of the CPI Disposition, in the case of the CPI Disposition, or most recent fiscal quarter end prior to such longer period as Disposition Prepayment Event with respect to which the Administrative Agent may agree has received the Required Financial Information was equal to or less than 4.00 to 1.00 (calculated as of such date on a Pro Forma Basis after giving due consideration effect to the Parent’s accounting requirements relating applicable Disposition and any required prepayment pursuant to transfer and repatriation of the portion of such Net Cash Proceeds allocated to Foreign Subsidiaries; this Section 2.05(b)(ii)(A) (it being understood that the Borrower shall be deemed to have satisfied its obligations under this Section 2.05(b)(ii)(A) in respect of any Disposition Prepayment Event at such time as it has applied Net Cash Proceeds to the repayment of outstanding Loans or the CPI Disposition shall be payable on the terms set forth in this Section 2.05(b) whether the CPI Disposition closed, prepayment or closes, before or after the Closing Datepurchase (and concurrent retirement) of other Prepayable Indebtedness in an amount sufficient to cause the date Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis giving effect to such Disposition and prepayments or purchases, to be equal to or less than 4.00 to 1.00 (it being understood that pending such application of Net Cash Proceeds are received; providedto the prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness, 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 or Involuntary Disposition in any fiscal year of the Parent is equal to or greater than $5,000,000 and (B) at the election of the Borrower Representative may (as notified by the Borrower Representative to the Administrative Agent on or prior to the date such Net Cash Proceeds are otherwise required to be used to prepay Loans as set forth abovex) to the extent such Loan Party or such Restricted Subsidiary reinvests all or any portion of deposit such Net Cash Proceeds in operating assets a deposit account of the Borrower maintained with Bank of America or (y) temporarily reduce Permitted Receivables Financings or repay Revolving Loans, in each case, pending the final application thereof to a prepayment or purchase (and concurrent retirement) of other than current assets as classified by GAAP) within three hundred sixty-five (365) days after Prepayable Indebtedness in accordance with the receipt definition of such Net Cash Proceeds; provided that any such Net Cash Proceeds that have not been so reinvested within such period shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided at the end of such period; provided further, that the threshold in clause (A) above and the reinvestment period in clause (B) above shall not apply to the Net Cash Proceeds received from the CPI Disposition, all of which shall be used to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided“Applicable Prepayment Date”)).