Common use of Mandatory Prepayment Upon Asset Disposition Clause in Contracts

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings and/or any of its Subsidiaries of Net Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) within 365 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i) if all or any portion of such Net Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii) if all or any portion of such Net Proceeds are not required to be applied on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On The Company shall prepay the first principal of the Loans (in an amount equal to 100% of such Net Sale Proceeds) within five (5) Business Day Days after the date of receipt thereof by Crown Holdings the Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 7.03 or Sections 8.5 (a7.04(a) through 8.5(f(1), (o) or 8.5(g), 8.5(j) or 8.5(k(q)), Borrowers shall apply an amount equal to 100% of ; provided that the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers and, if the aggregate Net Sale Proceeds from all such Asset Dispositions exceed $70,000,000 in any given Fiscal Year, the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 6.04 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Revolving Credit Loans to the estimates extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; and provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Revolving Credit Loans pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cpursuant to the terms of Sections 2.05(b)(v) and (iivi); and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 2.05(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.4(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k8.4(l)), Borrowers except to the extent that the Net Sale Proceeds of such Asset Disposition, when combined with the Net Sale Proceeds of all such Asset Dispositions, during the immediately preceding twelve month period, do not exceed $150,000,000 plus, if an Aerospace Asset Disposition occurred during such period, 50% of the Net Sale Proceeds from such Aerospace Asset Disposition, Company and European Holdco shall apply cause an amount equal to 100% of the such excess Net Sale Proceeds from such Asset Disposition to be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section 4.5(a), providedprovided that, that such the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be are used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.11 within 365 360 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), Disposition; provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c4.4(e) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (i1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c4.4(e); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On The Company shall prepay the first principal of the Loans within five (5) Business Day Days after the date of receipt thereof by Crown Holdings the Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 7.03 or Sections 8.5 (a7.04(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k(1)), Borrowers shall apply an amount equal to 100% of ; provided that the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers and, if the aggregate Net Sale Proceeds from all such Asset Dispositions exceed $50,000,000 in any given Fiscal Year, the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 6.04 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Revolving Loans to the estimates extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; and provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Revolving Loans pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cpursuant to the terms of Sections 2.05(b)(v) and (iivi); and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 2.05(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Holdings, Borrowers and/or any of its their Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(g)Disposition, 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term LoansLoans as provided in Section 4.5, pursuant in each case subject to the terms modification of such application as set forth in Section 4.5(a4.5(d), provided, that with respect to no more than $5,000,000 in the aggregate of such Net Sale Proceeds (but excluding any Net Sale Proceeds from any Designated Asset Disposition) in any Fiscal Year of Holdings, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists at the time of receipt of such proceeds and Crown Holdings delivers Borrowers deliver a certificate to Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.12 within 365 180 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 180 day period, such remaining portion shall be applied on the last day of the respective such 180 day period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 180th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledgedand provided, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.further,

Mandatory Prepayment Upon Asset Disposition. On The Company shall prepay the first principal of the Loans (in an amount equal to 100% of such Net Sale Proceeds) within five (5) Business Day Days after the date of receipt thereof by Crown Holdings the Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 7.03 or Sections 8.5 (a7.04(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k(1)), Borrowers shall apply an amount equal to 100% of ; provided that the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers and, if the aggregate Net Sale Proceeds from all such Asset Dispositions exceed $50,000,000 in any given Fiscal Year, the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 6.04 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Revolving Credit Loans to the estimates extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; and provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Revolving Credit Loans pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cpursuant to the terms of Sections 2.05(b)(v) and (iivi); and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 2.05(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).

Mandatory Prepayment Upon Asset Disposition. On the first Business Day or, in the case of an Asset Disposition by a Foreign Subsidiary of the Borrower, such later date (but in any event not later than the 365th day) after the date of receipt thereof by Crown Holdings the Borrower and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(g)Disposition, 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section SECTION 4.5(a) (in each case subject to modification of such application as set forth in SECTION 4.5(c)), providedPROVIDED, that with respect to no more than the Dollar Equivalent of $25,000,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall are expected to be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) SECTION 8.9 within 365 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), providedPROVIDED, furtherFURTHER, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 day periodperiod as provided above, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cSECTION 4.4(d) and (ii2) if all or any portion of such Net Sale Proceeds are not a result of an Asset Disposition involving the sale of Collateral owned by the Borrower or a Subsidiary (other than the Capital Stock of a Foreign Subsidiary), then such Net Sale Proceeds shall be required to be applied on reinvested in assets constituting Collateral. After the 365th day referred to prepayment in clause (i) above because such amount is contractually committed to be used full of all Term Loans, the Borrower shall repay Revolving Loans, pro rata, and subsequent to such date such contract is terminated or expires without such portion being so usedthereafter, then such remaining portion shall be applied cash collateralize LC Obligations on the date of receipt of such termination proceeds by an amount equal to the lesser of (y) the Assigned Dollar Value of Revolving Loans and LC Obligations then outstanding or expiration (z) the remaining portion of such Net Sale Proceeds not used to repay Term Loans, and the Revolving Commitments shall be permanently reduced, pro rata, by that portion of Net Sale Proceeds not used to repay Term Loans. Notwithstanding the foregoing or the terms of SECTION 4.5(a), if, as a mandatory repayment of principal the date of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the prepayment from Net Sale Proceeds thereof required pursuant to this subsection shall be mortgaged or pledgedSECTION 4.4(d), as the case Leverage Ratio of the Borrower, calculated for the Test Period ending on the last day of the most recently ended Fiscal Quarter, is less than 2.50 to 1.00, the Borrower may beelect, in its sole discretion, to apply 100% of such Net Sale Proceeds (x) to purchase assets used or to be used in the applicable Collateral Agentbusinesses referred to in SECTION 8.9, for its benefit (y) to repay, pro rata, Term A Loans and for the benefit New Term B Loans or (z) to repay, pro rata, Revolving Loans (without a permanent reduction of the other applicable Lenders in accordance with Section 7.14Revolving Commitments).

Mandatory Prepayment Upon Asset Disposition. On Commencing with the first date immediately following the last day of the Certain Funds Period, on the tenth Business Day after the date of receipt thereof by Crown Holdings and/or Company or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than (v) an Asset Disposition in connection with a Permitted Reorganization, including all antitrust divestitures in connection with the Target Acquisition, (w) sales, transfers or other dispositions of Capital Stock of Target constituting Margin Stock, (x) an Asset Disposition in the ordinary course of business, (y) an Asset Disposition permitted by Section 8.3 or Section 8.4 (except for Sections 8.5 (a) through 8.5(f) or 8.5(g8.4(p), 8.5(j) or 8.5(k(s), and (aa)), Borrowers and (z) any leases, subleases, licenses or sublicenses), except to the extent that the Net Sale Proceeds of such Asset Disposition, when combined with the Net Sale Proceeds of all such Asset Dispositions do not exceed, from the Initial Certain Funds Funding Date for any Asset Disposition on or after the Initial Certain Funds Funding Date, (A) $750,000,000 plus (B) if an Aerospace Asset Disposition occurred during such period, 50% of the Net Sale Proceeds from such Aerospace Asset Disposition (such amounts in aggregate, the “Excluded Amounts”), Company shall apply cause an amount equal to 100% of such Net Sale Proceeds for any Asset Disposition on or after the Net Proceeds Initial Certain Funds Funding Date in excess of the Excluded Amounts from such Asset Disposition to be applied on any date on which Term Loans are outstanding, as a mandatory repayment prepayment of principal of the Term Loans, pursuant to the terms of Loans and accrued and unpaid interest thereon in accordance with Section 4.5(a), provided, 4.5; provided that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Sale Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Proceeds shall be are used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.11, in each case within 365 days following the date of such Asset Disposition (which certificate shall set forth or within 180 days after the estimates expiration of the proceeds such 365 day period if within such 365 day period Company or any of its Subsidiaries enters into a binding commitment to be so expendeduse such Net Sale Proceeds), ; provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used within 365 day days (or contractually committed to be used) within 180 days after the expiration of such 365 day period if within such 365 day periodperiod Company or any of its Subsidiaries enters into a binding commitment to so use such Net Sale Proceeds) of receipt thereof, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th day referred to in clause (i1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on within 10 days following the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On The Company shall prepay the first principal of the Loans within five (5) Business Day Days after the date of receipt thereof by Crown Holdings the Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 7.03 or Sections 8.5 (a7.04(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k(1)), Borrowers shall apply an amount equal to 100% of ; provided that the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers and, if the aggregate Net Sale Proceeds from all such Asset Dispositions exceed $20,000,000 in any given Fiscal Year, the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 6.04 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Revolving Loans to the estimates extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; and provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Revolving Loans pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cpursuant to the terms of Sections 2.05(b)(v) and (iivi); and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 2.05(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings and/or any of its Subsidiaries of Net Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.5(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) within 365 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i) if all or any portion of such Net Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii) if all or any portion of such Net Proceeds are not required to be applied on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Holdings, Borrower and/or any of its their Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(g)Disposition, 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term LoansLoans as provided in Section 4.5, pursuant in each case subject to the terms modification of such application as set forth in Section 4.5(a4.5(d), provided, that with respect to no more than $5,000,000 in the aggregate of such Net Sale Proceeds (but excluding any Net Sale Proceeds from any Designated Asset Disposition) in any Fiscal Year of Holdings, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists at the time of receipt of such proceeds and Crown Holdings Borrower delivers a certificate to Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.12 within 365 180 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 180 day period, such remaining portion shall be applied on the last day of the respective such 180 day period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 180th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); , and provided, further, that Net Sale Proceeds from any Designated Asset Disposition shall be applied as a mandatory repayment of principal of Acquisition Loans as provided that if in Section 4.5 in an amount equal to the assets subject aggregate principal amount of Acquisition Loans incurred to finance the Permitted Acquisition which relates to such Designated Asset Disposition constituted Collateral under the Security DocumentsDisposition, then and any capital assets purchased with the excess Net Proceeds thereof pursuant Sale Proceeds, after giving effect to this subsection such repayment, shall be mortgaged or pledged, as the case may be, required to be so applied to the applicable Collateral Agent, for its benefit and for the benefit repayment of the other applicable Lenders in accordance with Section 7.14Loans as provided above.

Mandatory Prepayment Upon Asset Disposition. On Company shall prepay the first principal of the Loans within five (5) Business Day Days after the date of receipt thereof by Crown Holdings Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.4(a) through 8.5(f) or 8.5(g8.4(l), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 7.4 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Loans to the estimates extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Loans pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c4.3(b) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 4.3(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Holdings, Borrower and/or any of its their Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(g)Disposition, 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term LoansLoans as provided in SECTION 4.5, pursuant in each case subject to the terms modification of Section 4.5(asuch application as set forth in SECTION 4.5(D), providedPROVIDED, that with respect to no more than $2,500,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of Holdings, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists at the time of receipt of such proceeds and Crown Holdings (x) Borrower delivers a certificate to Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) SECTION 8.12 within 365 180 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended)) and (y) such proceeds are deposited in an escrow account with Agent for the benefit of the Secured Creditors, providedfrom which escrow account amounts may be withdrawn only to repay the Loans or to be used for the purposes described in clause (x) above; PROVIDED, furtherFURTHER, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 180 day period, such remaining portion shall be applied on the last day of the respective such 180 day period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cSECTION 4.4(C) and (ii2) if all or any portion of such Net Proceeds are not required to be applied on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.of

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.4(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k8.4(l)), Borrowers except to the extent that the Net Sale Proceeds of such Asset Disposition, when combined with the Net Sale Proceeds of all such Asset Dispositions, during the immediately preceding twelve month period, do not exceed $100,000,000 plus, if an Aerospace Asset Disposition occurred during such period, 50% of the Net Sale Proceeds from such Aerospace Asset Disposition, Company and European Holdco shall apply cause an amount equal to 100% of the such excess Net Sale Proceeds from such Asset Disposition to be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section 4.5(a), providedprovided that, that such the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be are used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.11 within 365 360 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), Disposition; provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c4.4(e) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (i1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c4.4(e); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On the first ------------------------------------------- Business Day (or, in the case of an Asset Disposition by a Foreign Subsidiary of the Borrower, such later date (but in any event not later than the 180th day) in the event that such mandatory repayment would result in the provisions of Sections 151 et seq. of the Companies Xxx 0000 of England being breached or in any Foreign Subsidiary breaching any similar applicable law in its country of incorporation) after the date of receipt thereof by Crown Holdings Holdings, the Borrower and/or any of its their Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(gin connection with a Sale and Leaseback Transaction), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section 4.5(a) (in each case subject to modification of such -------------- application as set forth in Section 4.5(c)), provided, that with respect to no -------------- more than $30,000,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall are expected to be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.9 ----------- within 365 180 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, -------- further, that (i1) if all or any portion of such Net Sale Proceeds not so applied ------- to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 180 day periodperiod as provided above, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c4.4(e) and (ii2) if -------------- all or any portion of such Net Sale Proceeds are not a result of an Asset Disposition involving the sale of Collateral owned by the Borrower or a Domestic Subsidiary (other than the Capital Stock of a Foreign Subsidiary), then such Net Sale Proceeds shall be required to be applied on reinvested in assets located in the 365th day referred to United States constituting Collateral. After the prepayment in clause (i) above because such amount is contractually committed to be used full of all Term Loans, the Borrower shall repay Domestic Revolving Loans and/or Multicurrency Revolving Loans, pro rata, and subsequent to such date such contract is terminated or expires without such portion being so usedthereafter, then such remaining portion shall be applied cash collateralize LC Obligations on the date of receipt of such termination proceeds by an amount equal to the lesser of (y) the amount of Domestic Revolving Loans and LC Obligations then outstanding or expiration as a mandatory repayment (z) the remaining portion of principal of outstanding such Net Sale Proceeds not used to repay Term Loans as provided in this Section 4.4(c); provided that if Loans, and the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection Domestic Revolving Commitments and Multicurrency Revolving Commitments shall be mortgaged or pledgedpermanently reduced, as the case may bepro rata, by that portion of Net Sale Proceeds not used to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14repay Term Loans.

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings and/or any of its Subsidiaries of Net Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.5(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) within 365 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i) if all or any portion of such Net Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii) if all or any portion of such Net Proceeds are not required to be applied on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.4(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k8.4(i)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section 4.5(a), providedprovided that, that with respect to no more than $10,000,000 of such Net Sale Proceeds arising from any single or series of related Asset Dispositions but in no event more than $15,000,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of Company, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers Borrowers deliver a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds in excess of $5,000,000 shall be (1) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.9 within 365 360 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended) and (2) deposited in an escrow account with the Administrative Agent for the benefit of the Lenders (the "Asset Sale Escrow Account"), after which such proceeds may be only withdrawn to repay the Loans or to be used for purposes described in clause (1) of this proviso; provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (i1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On or before the first Business Day after the date of receipt thereof by Crown Holdings Holdings, Borrower and/or any of its their Subsidiaries of Net Sale Proceeds from in excess of $10 million in the aggregate in any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(g)Fiscal Year, 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term Loans (with the Term A Dollar Percentage of such amount to be applied as a repayment of the Term A Dollar Loans, pursuant the Term A Euro Percentage of such amount to be applied as a repayment of the terms Term A Euro Loans, the Term B Dollar Percentage of Section 4.5(asuch amount to be applied as a repayment of the Term B Dollar Loans and the Term B Dollar Percentage of such amount to be applied as a repayment of Term B Dollar Loans, in each case subject to modification of such application as set forth in SECTION 4.5(C)), providedPROVIDED, that with respect to no more than $125,000,000 of such Net Sale Proceeds in the aggregate in any Fiscal Year of Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (1) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) consummate a Permitted Acquisition within 365 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended)) and (2) immediately deposited in an escrow account with the Administrative Agent for the benefit of the Lenders (the "ASSET SALE ESCROW ACCOUNT") or such other arrangement satisfactory to the Administrative Agent in its sole discretion, providedwhich such proceeds may be only withdrawn to repay the Term Loans or to be used for purposes described in clause (1) of this proviso, furtherPROVIDED, FURTHER, that (i) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cSECTION 4.4(C). After the prepayment in full of all Term Loans, Borrower shall repay Domestic Revolving Loans and cash collateralize LC Obligations on the date of receipt of such proceeds by an amount equal to the lesser of (y) the amount of Domestic Revolving Loans and LC Obligations then outstanding or (iiz) if all or any the remaining portion of such Net Sale Proceeds are not required used to repay Term Loans, and the Domestic Revolving Commitments shall be applied permanently reduced by that portion of Net Sale Proceeds not used to repay Term Loans. Notwithstanding the foregoing, Borrower may use the Net Sale Proceeds from any Asset Disposition received during the twenty-four month period following the Effective Date (1) to prepay the Holdings Discount Note in an amount not in excess of the lesser of (x) $50,000,000 or (y) the Required Special Prepayment Amount (as such term is defined in the Holdings Discount Note) and (2) to make the prepayment of Term Loans specified below provided that (x) the Leverage Ratio is less than 4.0 to 1.0 on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent a pro forma basis after giving effect to such date prepayment; and (y) for each Dollar of Net Sale Proceeds so applied to prepay the Holdings Discount Note, one (1) Dollar of such contract is terminated or expires without such portion being so used, then such remaining portion Net Sale Proceeds shall be applied on by the date of such termination or expiration Borrower as a mandatory repayment of principal of outstanding the Term Loans Loans, in each case subject to modification of such application as set forth in SECTION 4.5(C)). To the extent that any or all of the Net Sale Proceeds subject to SECTION 4.4(C) attributable to Foreign Subsidiaries are prohibited or delayed by applicable Requirements of Law from being repatriated to the United States, the portion of such Net Sale Proceeds so affected shall not be required to be paid at the time provided in this Section 4.4(csuch SECTION 4.4(C); provided that if the assets subject to such Asset Disposition constituted Collateral , and shall be deposited in an escrow account under the Security Documents, then any capital assets purchased with the Net Proceeds thereof control of Administrative Agent pursuant to this subsection the terms of an escrow agreement reasonably satisfactory in form and substance to Administrative Agent, until such time as the applicable local Requirements of Law will permit repatriation to the United States. If and when repatriation of any of such affected Net Sale Proceeds is permitted under the applicable local Requirements of Law, such repatriation shall be mortgaged or pledged, as promptly effected by Borrower and such repatriated Net Sale Proceeds will be applied in the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders manner set forth in accordance with Section 7.14this Agreement.

Mandatory Prepayment Upon Asset Disposition. On From and after the first Effective Date, on the tenth Business Day after the date of receipt thereof by Crown Holdings and/or any of its Subsidiaries of Net Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.5(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) within 365 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i) if all or any portion of such Net Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii) if all or any portion of such Net Proceeds are not required to be applied on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on within ten days the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On The Company shall prepay the first principal of the Loans (in an amount equal to 100% of such Net Sale Proceeds) within five (5) Business Day Days after the date of receipt thereof by Crown Holdings the Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 7.03 or Sections 8.5 (a7.04(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k(1)), Borrowers shall apply an amount equal to 100% of ; provided that the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers and, if the aggregate Net Sale Proceeds from all such Asset Dispositions exceed $50,000,000 in any given Fiscal Year, the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 6.04 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Revolving Credit Loans to the estimates extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; and provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Revolving Credit Loans pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term #47923322 Loans as provided above in this Section 4.4(cpursuant to the terms of Sections 2.05(b)(v) and (iivi); and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 2.05(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).

Mandatory Prepayment Upon Asset Disposition. On the first Business Day (or, in the case of an Asset Disposition by a Foreign Subsidiary of the Borrower, such later date (but in any event not later than the 180th day) in the event that such mandatory repayment would result in the provisions of Sections 151 et seq. of the Companies Xxx 0000 of England being breached or in any Foreign Subsidiary breaching any similar applicable law in its country of incorporation) after the date of receipt thereof by Crown Holdings Holdings, the Borrower and/or any of its their Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a) through 8.5(f) or 8.5(gin connection with a Sale and Leaseback Transaction), 8.5(j) or 8.5(k)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section 4.5(a), provided, that with respect to no more than $30,000,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall are expected to be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.9 within 365 180 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 180 day periodperiod as provided above, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii2) if all or any portion of such Net Sale Proceeds are not a result of an Asset Disposition involving the sale of Collateral owned by the Borrower or a Domestic Subsidiary (other than the Capital Stock of a Foreign Subsidiary), then such Net Sale Proceeds shall be required to be applied on reinvested in assets located in the 365th day referred to United States constituting Collateral. After the prepayment in clause (i) above because such amount is contractually committed to be used full of all Term Loans, the Borrower shall repay Domestic Revolving Loans and/or Multicurrency Revolving Loans, pro rata, and subsequent to such date such contract is terminated or expires without such portion being so usedthereafter, then such remaining portion shall be applied cash collateralize LC Obligations on the date of receipt of such termination proceeds by an amount equal to the lesser of (y) the amount of Domestic Revolving Loans and LC Obligations then outstanding or expiration as a mandatory repayment (z) the remaining portion of principal of outstanding such Net Sale Proceeds not used to repay Term Loans as provided in this Section 4.4(c); provided that if Loans, and the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection Domestic Revolving Commitments and Multicurrency Revolving Commitments shall be mortgaged or pledgedpermanently reduced, as the case may bepro rata, by that portion of Net Sale Proceeds not used to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14repay Term Loans.

Mandatory Prepayment Upon Asset Disposition. On the first Business Day after the date of receipt thereof by Crown Holdings Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Sections 8.5 (a8.4(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k8.4(l)), Borrowers except to the extent that the Net Sale Proceeds of such Asset Disposition, when combined with the Net Sale Proceeds of all such Asset Dispositions, during the immediately preceding twelve month period, do not exceed $25,000,000 plus, if an Aerospace Asset Disposition occurred during such period, 50% of the Net Sale Proceeds from such Aerospace Asset Disposition, Company and European Holdco shall apply cause an amount equal to 100% of the such excess Net Sale Proceeds from such Asset Disposition to be applied as a mandatory repayment of principal of the Term Loans, Loans pursuant to the terms of Section 4.5(a), providedin each case subject to modification of such application as set forth in Section 4.5(c)), that provided that, with respect to no more than $150,000,000 in the aggregate of such excess Net Sale Proceeds in any Fiscal Year of Company, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers a certificate to Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be are used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.11 within 365 360 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), Disposition; provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c4.4(e) and (ii2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (i1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c4.4(e); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.

Mandatory Prepayment Upon Asset Disposition. On the first third Business Day after the date of receipt thereof by Crown Holdings and/or Company or any ---------------------------------------------- of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or ----------- Sections 8.5 (a8.4(a) through 8.5(f) or 8.5(g), 8.5(j) or 8.5(k8.4(e)), Borrowers shall apply an amount equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a --------------- ------ mandatory repayment of principal of the Term Loans, pursuant to in the terms of order set forth in Section 4.5(a)4.5, provided, that with respect to no more than ------------ -------- $10,000,000 of such Net Sale Proceeds arising from Asset Dispositions in any Fiscal Year of Company but in no event more than $40,000,000 in the aggregate of such Net Sale Proceeds since the Initial Borrowing Date, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings exists, (ii) Company delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 8.10 within 365 360 days following the date of such Asset ------------ Disposition (which certificate shall set forth the estimates of the proceeds to be so expended) and (iii) if Net Sale Proceeds exceed $5,000,000, such Net Sale Proceeds are applied on or before the third Business Day after receipt thereof to prepay outstanding Revolving Loans (in which case a reserve against the Total Available Revolving Commitments in an amount equal to such required prepayment shall be created, which reserve shall be decreased at such times and in such amounts as such Net Sale Proceeds shall have been reinvested in accordance with this clause (c), as certified by Company to Administrative Agent); provided, further, that (i) if all -------- ------- or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(c) and (ii) if all or any portion of such Net Proceeds are not required to be applied on the 365th day referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if the assets subject to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14.. --------------

Mandatory Prepayment Upon Asset Disposition. On The Borrower shall prepay the first principal of the Loans (in an amount equal to 100% of such Net Sale Proceeds) within five (5) Business Day Days after the date of receipt thereof by Crown Holdings the Company and/or any of its Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 7.03 or Sections 8.5 (a7.04(a) through 8.5(f(1), (o) or 8.5(g), 8.5(j) or 8.5(k(q)), Borrowers shall apply an amount equal to 100% of ; provided that the Net Proceeds from such Asset Disposition as a mandatory repayment of principal of the Term Loans, pursuant to the terms of Section 4.5(a), provided, that such Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that (i) no Credit Party would be obligated to make an offer to purchase any First Lien Notes or other Indebtedness if such Net Proceeds were not used to repay Term Loans and (ii) no Event of Default or Unmatured Event of Default then exists and Crown Holdings delivers and, if the aggregate Net Sale Proceeds from all such Asset Dispositions exceed $70,000,000 in any given Fiscal Year, the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be (A) used to purchase assets used or to be used in the businesses referred to in Section 8.3(c) 6.04 within 365 360 days following the date of such Asset Disposition or (which certificate shall set forth B) pending such purchase, used to voluntarily prepay outstanding Revolving Credit Loans (as defined in the estimates Pro Rata Credit Agreement) to the extent outstanding on the date of the proceeds to be so expended), receipt of such Net Sale Proceeds; and provided, further, that (i1) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term Loans are not so used (or contractually committed to be used) within such 365 360 day periodperiod and, to the extent not previously used to voluntarily prepay Revolving Credit Loans (as defined in the Pro Rata Credit Agreement) pursuant to clause (B), such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.4(cpursuant to the terms of Sections 2.05(b)(v) and (iivi); and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 365th 360th day referred to in clause (iA) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(c); provided that if 2.05(b) to the assets subject extent not previously used to such Asset Disposition constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof voluntarily prepay Loans pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 7.14clause (B).