Common use of Certain Proceeds of Asset Sales Clause in Contracts

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that (A) if no Event of Default shall have occurred and be continuing, and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the BorrowerCompany, Holdings and or any of its Subsidiaries have received receives cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by described in Section 7.02(b7.02(f) aggregating $5,000,000 or more for such fiscal year or Section 7.02(h), (h) through (j) and (l) through (o)) of at least $2,500,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment (or equal to such amount in the case of the Loans Section 7.02(h)) in accordance with Section 2.13(d2.16(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Borrower Company notifies the Administrative Agent Agents of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral used or useful in the business (other than inventoryincluding interests in real property) of Holdings and or any of its Subsidiaries within 180 days of receipt of during such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)day period, then no such prepayment shall be required. Any amounts not required to the extent of the amount of such Net Cash Proceeds as to which the Company so applied to indicates such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 360 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the extent required aboveprepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestment.

Certain Proceeds of Asset Sales. If during any fiscal year of Holdings, the Borrower, Holdings Credit Parties and its their Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sales permitted by Sale made pursuant to Section 7.02(b), (h) through (j) and (l) through (o7.2(e)) in excess of at least $2,500,0005,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of all of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d2.12(c) below; providedprovided that, that (A) with respect to any Asset Sale of domestic United States operating assets, if the Borrower provides the Administrative Agent, within 20 days of the occurrence of such Asset Sale, with a written notice of the applicable Credit Party’s or the applicable Subsidiary’s election to use such Net Cash Proceeds to replace such operating assets with substantially similar United States operating assets, so long as no Default or Event of Default shall have occurred and be continuingin existence, and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion no prepayment of such Net Cash Proceeds in assets constituting Collateral shall be due under this Section 2.12(b)(iv) (other than inventoryit being understood that (X) of Holdings and its Subsidiaries within 180 days of receipt of such any applicable Net Cash Proceeds not used to replace such operating assets shall be paid to the Administrative Agent and applied in accordance with the foregoing provisions of this Section 2.12(b)(iv) at the earlier of (or, if the Holdings A) such time as such Credit Party or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Subsidiary decides not to use such Net Cash Proceeds to reinvest so replace such Net Cash Proceeds, then within 360 days operating assets or (B) the 270th day (or such later day as consented to by the Administrative Agent in its reasonable credit judgment) following receipt the occurrence of such Net Cash Proceeds), then no such prepayment Asset Sale) and (Y) any proceeds being held for reinvestment shall be required. Any amounts not so applied deposited into a deposit account for such purposes which is maintained with a Lender and subject to a Control Agreement and only removed as needed to replace or restore such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required aboveoperating assets).

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of in an aggregate amount at least equal to $2,500,00010,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 6.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of the principal of first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in accordance with Section 2.13(d) below; full, Unpaid Drawings and, third, after Unpaid Drawings have been paid in full, General Revolving Loans provided, that (Ai) if no Default under section 11.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding Swing Line Revolving Loans and General Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 6.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than in an aggregate amount at least equal to $1,000,000, or if the Borrower or any of its Subsidiaries receives any Net Cash Proceeds from Asset Sales permitted by Section 7.02(b)relating to the Bodenfelde Facility or the Solvent Recovery Business, (h) through (j) and (l) through (o)) of at least $2,500,000, then not later than the third Business Day following the date of receipt of any Table of Contents Net Cash Proceeds in excess of such amount, an amount amount, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal of first, the outstanding Term Loans, with the amount of such payment being applied to the Scheduled Repayments in inverse order of maturity, second, after no Term Loans are outstanding, the Swing Line Revolving Loans and, third, after Swing Line Revolving Loans have been paid in accordance with Section 2.13(d) below; full, Unpaid Drawings and, fourth, after Unpaid Drawings have been paid in full, General Revolving Loans provided, that (Ai) if no Default under section 11.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding Swing Line Revolving Loans and General Revolving Loans as provided above in an amount at least equal to such remaining amount. Notwithstanding any of the provisions of this section 6.2(f), 100% of the Net Cash Proceeds from the sale of the Solvent Recovery Business and the Bodenfelde Facility (and not just the amount of excess of $1,000,000) will be applied to the extent required aboveTerm Loans and may not be reinvested in Consolidated Capital Expenditures.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0002,000,000 and any Term Loans are outstanding, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Term Loans in accordance with Section 2.13(d) below; provided, that no such prepayment shall be required if (A) if no Default or Event of Default shall have occurred and be continuing, (B) the Borrower and its Subsidiaries propose to make Consolidated Capital Expenditures during the following 180 days and (BC) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Consolidated Capital Expenditures during such 180-day period. Notwithstanding the foregoing, no mandatory prepayments will be required in connection with any Net Cash Proceeds (or, if received or to be received by the Holdings Borrower or any of its Subsidiaries in connection with the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowAmpac-ISP Sale. If at the end of any such 180 180-day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Term Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the BorrowerCompany, Holdings and or any of its Subsidiaries have received receives cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by described in Section 7.02(b7.02(f) aggregating $5,000,000 or more for such fiscal year or Section 7.02(h), (h) through (j) and (l) through (o)) of at least $2,500,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Company or the applicable Borrower will make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment (or equal to such amount in the case of the Loans Section 7.02(h)) in accordance with Section 2.13(d2.16(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Borrower Company notifies the Administrative Agent Agents of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral used or useful in the business (other than inventoryincluding interests in real property) of Holdings and or any of its Subsidiaries within 180 days of receipt of during such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)day period, then no such prepayment shall be required. Any amounts not required to the extent of the amount of such Net Cash Proceeds as to which the Company so applied to indicates such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 360 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds in excess of $2,500,000 has not been so reinvested, the Company or the applicable Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding the foregoing, if, with respect to any Asset Sales pursuant to Section 7.02(h), the Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent four quarter period ending prior to such Asset Sale for which financial statements are available, calculated on a pro forma basis after giving effect to such Asset Sale and the proposed application of the proceeds thereof, does not exceed the lesser of (x) 2.50 to 1.00 and (y) the actual Leverage Ratio as of the end of such most recent four quarter period, the Company or the applicable Borrower shall not be required to repay up to an amount equal to 75% of such Net Cash Proceeds if the remaining amount of such Net Cash Proceeds are applied to the extent required aboveprepayment of the Credit Facilities in accordance with Section 2.16(d), without reinvestment. The proceeds of the Old World Headquarters Disposition are deemed to have been reinvested for the prior acquisition of the land with respect to the New World Headquarters for purposes of the foregoing reinvestment provisions.

Certain Proceeds of Asset Sales. If during any fiscal year of the U.S. Borrower, Holdings and its Subsidiaries have the U.S. Borrower or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment) of at least $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(b7.02(a), (h) through b), (jc), (f), (i) and (l) through (oj)) of at least $2,500,000), not later than the third fifth (5th) Business Day following the date of receipt of any Cash Proceeds in excess of such amountamount (the “Excess Asset Sale Proceeds”), (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to 100% of the Net Cash Proceeds then received in excess its Applicable Prepayment Portion of such amount from any Excess Asset Sale shall be applied as a mandatory prepayment of the Loans Proceeds in accordance with Section 2.13(d) below; provided, provided that (A) if no Event of Default shall have occurred and be continuing, and (B) the Applicable Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention that it intends to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries useful in the business within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 365 days following receipt of such Net Cash Proceeds or, if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to reinvest such Net Cash ProceedsProceeds in assets useful in the business within 365 days of receipt thereof, then within 360 180 days following receipt of the date of such Net Cash Proceeds)legally binding commitment, such notice to describe the amount and nature of such reinvestment, then no such prepayment shall be required. If by the deadline specified in the proviso in the preceding sentence, any portion of such Excess Asset Sale Proceeds has not been so reinvested, (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an aggregate principal amount at least equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds to the extent required above. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 prepayments shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during at any fiscal year time following the Closing Date the Borrowers or any of the Borrower, Holdings and its their respective Material Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of in an aggregate amount at least equal to $2,500,00025,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 7.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal of, first, Domestic Term Loans (applied to the principal installments of the Domestic Term Loans in accordance with Section 2.13(d) belowtheir inverse order of maturity), second, after Domestic Term Loans have been paid in full, Swing Line Revolving Loans and, third, after Swing Line Revolving Loans have been paid in full, Domestic Revolving Loans and Canadian Revolving Loans in such proportionate amounts as each of the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to the Total Revolving Commitment; provided, that (Ai) if no Default under section 12.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers and their Material Subsidiaries have expected Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies Borrowers notify the Administrative Agent Agents of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrowers so applied to indicate that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the outstanding Domestic Term Loans, Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 7.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third fifth Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any such Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) Capital Expenditures during such 12-month period and of Holdings the amount and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)nature thereof, then no such prepayment shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing; provided further, any Net Cash Proceeds received by a Credit Party as a result of the Borrower’s sale of its owned Real Property located at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, shall not be applied to any prepayment pursuant to or included as Net Cash Proceeds from Asset Sales under this Section 2.13(c)(iv) and any such Net Cash Proceeds shall be retained by such Credit Party. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 day 12-month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0002,000,000 (excluding up to $6,000,000 of Net Cash Proceeds of any Asset Sale constituting the disposition of CAH), not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d‎Section 2.12(c) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets constituting Collateral (other than inventory) useful in the business of Holdings and Borrower and/or its Subsidiaries within 180 three hundred sixty-five (365) days of receipt after the date of such Net Cash Proceeds Asset Sale, or enters into a binding commitment thereof within said three hundred sixty-five (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed 365) day period and subsequently makes such reinvestment within 180 one hundred eighty (180) days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)three hundred sixty-five (365) day period, then no such prepayment shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the Administrative Agent has control and which constitutes part of the Collateral under the Security Documents. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d2.12(c) below. If at the end of any such 365 day period or, if applicable, such additional 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during at any fiscal year time following the Closing Date the Borrowers, GTG Intangible or any of the Borrower, Holdings and its their respective Material Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of in an aggregate amount at least equal to $2,500,00025,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of the principal of first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in full, Domestic Revolving Loans and Canadian Revolving Loans in accordance with Section 2.13(d) belowsuch proportionate amounts as each of the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to the Total Commitment; provided, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers, GTG Intangible and their Material Subsidiaries have expected Combined Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies Borrowers notify the Administrative Agent Agents of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Combined Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrowers so applied to indicate that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the outstanding Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during at any fiscal year time following the Closing Date the Borrowers or any of the Borrower, Holdings and its their respective Material Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of in an aggregate amount at least equal to $2,500,00025,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 7.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of the principal of, first, Swing Line Revolving Loans and, second, after Swing Line Revolving Loans have been paid in full, Domestic Revolving Loans and Canadian Revolving Loans in accordance with Section 2.13(d) belowsuch proportionate amounts as each of the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as applicable, bears to the Total Revolving Commitment; provided, that (Ai) if no Default under section 12.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers and their Material Subsidiaries have expected Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies Borrowers notify the Administrative Agent Agents of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrowers so applied to indicate that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the outstanding Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 7.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) in an aggregate amount exceeding 10% of the Borrower's Consolidated Net Worth at least $2,500,000the beginning of such fiscal year, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of principal of, FIRST, the outstanding loans, if any, under the Bridge Facility Agreement, and, SECOND, the then outstanding General Revolving Loans; PROVIDED that if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing and the making of such prepayment of General Revolving Loans at such time would result in accordance with Section 2.13(dan obligation on the part of the Borrower to make a breakage payment in respect thereof under section 2.11 (which has not been waived by the Required Lenders), the Borrower may upon notice to the Administrative Agent (a copy of which notice the Administrative Agent shall promptly transmit to each affected Lender) belowpostpone making such prepayment for a period of up to 30 days, or such shorter period as will result in no such breakage payment being payable; providedand PROVIDED, FURTHER, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following six months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.such

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third fifth Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any such Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) Capital Expenditures during such 12-month period and of Holdings the amount and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)nature thereof, then no such prepayment shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing; provided further, any Net Cash Proceeds received by a Credit Party as a result of the Borrower’s sale of its owned Real Property located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, shall not be applied to any prepayment pursuant to or included as Net Cash Proceeds from Asset Sales under this Section 2.13(c)(iv) and any such Net Cash Proceeds shall be retained by such Credit Party. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 day 12-month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0002,000,000 (excluding up to $6,000,000 of Net Cash Proceeds of any Asset Sale constituting the disposition of CAH), not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d2.12(c) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets constituting Collateral (other than inventory) useful in the business of Holdings and Borrower and/or its Subsidiaries within 180 three hundred sixty-five (365) days of receipt after the date of such Net Cash Proceeds Asset Sale, or enters into a binding commitment thereof within said three hundred sixty-five (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed 365) day period and subsequently makes such reinvestment within 180 one hundred eighty (180) days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)three hundred sixty-five (365) day period, then no such prepayment shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the Administrative Agent has control and which constitutes part of the Collateral under the Security Documents. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(dSection 2.12(c) below. If at the end of any such 365 day period or, if applicable, such additional 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the BorrowerParent, Holdings the Parent and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that no such mandatory prepayment shall be required in respect of Asset Sales permitted by Sections 7.02(c) and 7.02(e), and provided further that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Borrower notifies Parent and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 180 days, (C) the Borrowers notify the Administrative Agent of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral such Consolidated Capital Expenditures during such 180 day period and (other than inventoryD) of Holdings and its Subsidiaries within 180 days of receipt of such the aggregate Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of in such Net Cash Proceeds fiscal year to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)be reinvested pursuant to this Section 2.13(c)(v) does not exceed $10,000,000, then no such prepayment shall be requiredrequired if the Borrowers immediately deposit such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall disburse amounts from such cash collateral deposit account to or at the direction of the Borrowers for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 180-day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the Loans, to the extent required aboveabove and such prepayment shall applied in accordance with Section 2.13(d) below.

Certain Proceeds of Asset Sales. If during any fiscal year Fiscal Year of the Borrower, Holdings the Borrower and any of its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year Fiscal Year from one or more Asset Sales (other of more than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,00020,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section ‎Section 2.13(d) below; provided, that if (A) if no Event of Default shall have occurred and be continuing, or would result therefrom (both at the date of receipt of such excess Net Cash Proceeds and the date the Borrower or such Subsidiary reinvests), (B) the Borrower notifies the Administrative Agent promptly following the receipt of such excess Net Cash Proceeds that the amount and nature thereof and Borrower or any of its intention Subsidiaries intends to reinvest or commit to reinvest all or a portion of such excess Net Cash Proceeds in assets constituting Collateral used or useful in the business of the Credit Parties and (other than inventoryC) the Borrower or any of Holdings and its Subsidiaries within 180 days of receipt of reinvests (or enter into a binding commitment to reinvest) such excess Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 365 days following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceedsthereof, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided required in ‎Section 8.03 shall be applied to the prepayment respect of the Loans as provided in ‎Section 2.13(d) belowportion of such excess Net Cash Proceeds so reinvested (or committed to be reinvested). If at the end of any such 180 day the period (or 360 day period, as applicable) specified above any portion of such excess Net Cash Proceeds has not been so reinvested or committed to be reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required aboveabove (or in the case of a commitment entered into in such 365-day period, to the extent not actually reinvested in the 180 days following such initial 365 day period).

Certain Proceeds of Asset Sales. If during any fiscal year of the BorrowerBorrowers, Holdings the Borrowers and its the Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of in an aggregate amount at least equal to $2,500,0005,000,000, then not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of the principal of FIRST, Swing Line Revolving Loans and, SECOND, after Swing Line Revolving Loans have been paid in accordance with Section 2.13(d) belowfull, General Revolving Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrowers and the Subsidiaries have expected Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies Borrowers notify the Administrative Agent of the amount and nature thereof and of its their intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrowers so applied to indicate that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the Loansoutstanding Swing Line Revolving Loans and General Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year of any of the Borrower, Holdings and its Credit Parties or their respective Subsidiaries have has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0002,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the Borrower notifies Borrowers and their Subsidiaries have scheduled Capital Expenditures during the following 180 days and (C) the Borrowers notify the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)180-day period, then no such prepayment shall be requiredrequired if the Borrowers immediately deposit such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrowers for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 180-day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the BorrowerCompany, Holdings the Company and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,000, 10,000,000 not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of principal of first, the outstanding Term Loans in accordance with Section 2.13(d) belowand second, after no Term Loans are outstanding, the outstanding Revolving Loans; provided, that (Ai) if no Default under section 10.1(a) or Event of Default shall have has occurred and be is continuing, (ii) the Company and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower Company notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent of the amount of such Net Cash Proceeds as to which the Company so applied to indicates such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Company will immediately make a prepayment of the principal of first, the outstanding Term Loans, and second, after no Term Loans are outstanding, the outstanding Revolving Loans, as provided above, in an amount, conforming to the extent required aboverequirements as to amount of partial prepayments contained in section 5.1, at least equal to such remaining amount. Prepayments of the Term Loans pursuant to this section 5.2(h) shall be applied to the Scheduled Repayments in inverse order of their maturity.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,000500,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d2.11(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) within 180 days of receipt of such Net Cash Proceeds, the Borrower notifies shall have delivered to the Administrative Agent of Lender a certificate signed by a Responsible Officer notifying the amount and nature thereof and Lender of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) that are useful in the business of Holdings and its Subsidiaries the Borrower within 180 365 days of receipt of such Net Cash Proceeds (or, if and the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt amount and nature of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)intended reinvestment, then no such prepayment shall be required. Any amounts not required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so applied to indicates such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 365 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, as provided above. Notwithstanding anything to the extent contrary, so long as no Default or Event of Default is continuing, the prepayments described in this Section 2.11(c)(v) shall not be required abovewith respect to the first $500,000 of Net Cash Proceeds received in any fiscal year from Asset Sales permitted under Section 7.02(d).

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d2.11(c) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in replacement assets constituting Collateral (other than inventory) useful in the business of Holdings and Borrower and/or its Subsidiaries within during the 180 days of receipt of day period following such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)Asset Sale, then no such prepayment shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the Administrative Agent has control and which constitutes part of the Collateral under the Security Documents. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(dSection 2.11(c) below. 44 If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If Subject to the terms of the Intercreditor Agreement, if during any fiscal year of the BorrowerCompany, Holdings the Company and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales at any time a U.S. Cash Dominion Period or a Dutch Cash Dominion Period is in effect (excluding (A) any Asset Sales of any property permitted by Section 7.05 (other than Asset Sales permitted by Section 7.02(b), clause (hb) through (jthereof) and (lB) through any Asset Sales of Term Priority Collateral so long as (ox) the Term Loan Credit Agreement is in effect and (y) the Net Cash Proceeds are used, or are required to be used within 10 Business Days of receipt, to make mandatory prepayments under the Term Loan Credit Agreement)) of at least $2,500,000, not later than the third fifth Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d2.13(a) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, continuing and (B) the Borrower Company notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in operating assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 365 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)thereof, then no such prepayment shall be requiredrequired if the Company immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent with respect to Net Cash Proceeds of Asset Sales of ABL Priority Collateral of any U.S. Credit Party, or the Foreign Collateral Agent with respect to Net Cash Proceeds of Asset Sales of property or assets of any Dutch Credit Party, shall have control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. So long as no Default or Event of Default has occurred and is continuing, the Company may use such Net Cash Proceeds for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(dSection 2.13(c) below. If at the end of any such 180 365 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower Borrowers will immediately make a prepayment of the Loans, to the extent required above; provided, however, if the Company has entered into a binding commitment to reinvest such Net Cash Proceeds within such 365 day period, the Borrowers may make such reinvestment within the 180 period following the expiration of the initial 365 day period. With respect to proceeds of Asset Sales of assets and property constituting Term Priority Collateral, after payment in full of the Term Loan Facility and termination of the Term Loan Facility, subject to the above reinvestment rights, such proceeds shall be applied to reduce the principal balance of (y) the U.S. Revolving Loans in the case of proceeds of such assets and property of U.S. Credit Parties and (z) the Dutch Revolving Loans in the case of proceeds of such assets and property of Dutch Credit Parties which are Foreign Subsidiaries, and upon such application, a Reserve shall be established, against the U.S. Borrowing Base or the Dutch Borrowing Base, as applicable, in an amount equal to the amount of such proceeds so applied, and, subject to the conditions of borrowing set forth in this Agreement, the applicable Borrower may request Revolving Loans for reinvestment purposes otherwise in accordance with (and subject to all of the conditions and limitations of) this Section 2.13(b)(iii).

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal of the Loans in accordance with Section 2.13(d) belowoutstanding Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0002,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal of the outstanding Loans, and after the Loans have been repaid in accordance with Section 2.13(d) belowfull, Unpaid Drawings; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (B) iiiA the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding Loans as provided above in an amount, conforming to the extent requirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount. Notwithstanding the foregoing, the Borrower will not be required aboveto make a prepayment in connection with its sale of the property identified on Annex VIII, nor will the Total Commitment be reduced in connection with such sale.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0003,000,000, exclusive of any Asset Sale involving only the sale of the Borrower's Heis▇▇▇ ▇▇▇d facility, including land, improvements and associated property, THEN not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any such Asset Sale Sale, shall be applied as a mandatory prepayment of principal of the Loans in accordance with Section 2.13(d) belowoutstanding Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied required to the prepayment extent of the Loans as provided in ‎Section 2.13(d) belowamount which the Borrower so indicates will be so reinvested. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. If during any fiscal year Fiscal Year of the Borrower, Holdings the Borrower and any of its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year Fiscal Year from one or more Asset Sales (other of more than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,00020,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that if (A) if no Event of Default shall have occurred and be continuing, or would result therefrom (both at the date of receipt of such excess Net Cash Proceeds and the date the Borrower or such Subsidiary reinvests), (B) the Borrower notifies the Administrative Agent promptly following the receipt of such excess Net Cash Proceeds that the amount and nature thereof and Borrower or any of its intention Subsidiaries intends to reinvest or commit to reinvest all or a portion of such excess Net Cash Proceeds in assets constituting Collateral used or useful in the business of the Credit Parties and (other than inventoryC) the Borrower or any of Holdings and its Subsidiaries within 180 days of receipt of reinvests (or enter into a binding commitment to reinvest) such excess Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 365 days following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceedsthereof, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided required in ‎Section 8.03 shall be applied to the prepayment respect of the Loans as provided in ‎Section 2.13(d) belowportion of such excess Net Cash Proceeds so reinvested (or committed to be reinvested). If at the end of any such 180 day the period (or 360 day period, as applicable) specified above any portion of such excess Net Cash Proceeds has not been so reinvested or committed to be reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required aboveabove (or in the case of a commitment entered into in such 365-day period, to the extent not actually reinvested in the 180 days following such initial 365 day period).

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0005,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, (B) the Borrower and its Subsidiaries have committed to reinvest such Net Cash Proceeds in the acquisition of assets useful to the business of Borrower and its Subsidiaries within 365 days of receipt of such Net Cash Proceeds, and if so committed to reinvestment pursuant to a legally binding contract within such 365-day period, reinvested within 180 days after the end of such 365-day period, and (BC) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)365 day period, then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 365 day period (or 360 day period, as applicable545-day) period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0002,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal of the Loans in accordance with Section 2.13(d) belowoutstanding General Revolving Loans; provided, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures and/or proposed Permitted Acquisitions during the following six months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings such Consolidated Capital Expenditures and its Subsidiaries within 180 days of receipt of proposed Permitted Acquisitions during such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)six month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day six month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding General Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount.

Certain Proceeds of Asset Sales. (A) If during any fiscal year of the U.S. Borrower, Holdings and its Subsidiaries have the U.S. Borrower or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment, a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions) of at least $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(b7.02(a), (h) through b), (jc), (f), (i) and (l) through (oj)) of at least $2,500,000), not later than the third fifth (5th) (B) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions, in each case, which Net Cash Proceeds are not directly attributable to the Infrastructure Business assets of the U.S. Prepayment Group, then, not later than the fifth (5th) Business Day following the date of receipt thereof, the EMEA Borrower or U.S. Borrower, as applicable, shall, notwithstanding anything to the contrary in this Agreement, apply 100% of any such Net Cash Proceeds to: (i) first, prepay the principal amount of the 2020 EMEA Term Loans, on a pro rata basis, until all 2020 EMEA Term Loans are paid in excess full, (ii) second, prepay the principal amount of the EMEA Term Loans that are not 2020 EMEA Term Loans (to each Class of such amountEMEA Term Loans on a pro rata basis), until all EMEA Term Loans that are not 2020 EMEA Term Loans are repaid in full; provided that the pro rata share of such Net Cash Proceeds that, pursuant to this clause (B)(ii), that would otherwise be allocable to the EMEA Term Loans that are not 2020 EMEA Term Loans shall, notwithstanding anything to the contrary set forth in this Agreement, be applied (x) to prepay the U.S. Term Loans in an amount equal to 10025% of such amount of Net Cash Proceeds, applied in accordance with Section 2.13(d)(i) below and (y) to prepay the EMEA Term Loans that are not 2020 EMEA Term Loans in an amount equal to 75% of such amount of Net Cash Proceeds in accordance with Section 2.13(d)(ii) below; and (iii) third, prepay U.S. Term Loans in accordance with Section 2.13(d)(i) below; provided that if the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale which solely satisfies the Additional 2020 Seniority Conditions and is not a sale pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, which Net Cash Proceeds are not directly attributable to the Infrastructure Business assets of the U.S. Prepayment Group, then such Net Cash Proceeds shall be applied as set forth in this clause (B) but without giving effect to the proviso in sub-clause (ii) of this clause (B). (C) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions, in each case, which Net Cash Proceeds are directly attributable to the Infrastructure Business of the U.S. Prepayment Group, then, not later than the fifth (5th) Business Day following the date of receipt thereof, the U.S. Borrower shall prepay the principal amount of the U.S. Term (D) Notwithstanding the foregoing clauses (A) and (B), in the event that the Infrastructure Business of the Non-U.S. Prepayment Group is sold in part (but less than substantially all) rather than in whole (or substantially all) pursuant to one or more sales, the Net Cash Proceeds of such sales shall , immediately upon receipt thereof, be deposited by the Credit Parties into a segregated account created for such purpose, held at and subject to the sole dominion and control of the Collateral Agent and such proceeds shall be held therein pending the completion of any additional sale or sales of substantially all of the remaining assets constituting the Infrastructure Business. If on or prior to December 28, 2021, the aggregate sales of assets constituting substantially all of the Infrastructure Business would satisfy the Additional 2020 Seniority Conditions or qualify as a Qualifying Transaction then, in either case, such proceeds shall be applied as provided in clause (B) above within 5 Business Days of the receipt of the Net Cash Proceeds of the final sale which results in such transactions that satisfy the Additional 2020 Seniority Conditions or qualify as a Qualifying Transaction, as applicable. If, alternatively, on or prior to December 28, 2021, the aggregate sales of assets of the Infrastructure Business would not constitute all or substantially all of the Infrastructure Business or qualify as a Qualifying Transaction by such date then received in excess of such amount from any Asset Sale proceeds shall be applied as a mandatory prepayment of the Loans provided in accordance with Section 2.13(d) below; provided, that (A) if no Event of Default shall have occurred and be continuing, and clause (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (orabove on December 28, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above2021.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) below; provided, that (A) if no Event of Default shall have occurred and be continuing, and (B) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds), then no such prepayment shall be required. Any amounts not so applied to such reinvestment or as provided in ‎Section Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section Section 2.13(d) below. If at the end of any such 180 day period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings and only if the Borrower's obligations under the Senior Facility have been fully satisfied and all lending commitments thereunder terminated, the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 4.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal of the Loans in accordance with Section 2.13(d) belowoutstanding General Revolving Loans; provided, that if (Ai) if no Default or Event of Default shall have occurred and be continuing, (ii) the aggregate unpaid principal sum of the Loans does not exceed the sum of (x) $20,000,000, plus (y) and counterparts hereof as so executed shall have been delivered to the Lender; the aggregate principal amount of any outstanding Discretionary Advances, (iii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (Biv) the Borrower notifies the Administrative Agent Lender of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12 month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day 12 month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding General Revolving Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 4.1, at least equal to such remaining amount. The remainder of Section 4.2 of the Credit Agreement shall remain as originally written.

Certain Proceeds of Asset Sales. (i) If during any fiscal year of the Borrower, Holdings Borrower and its Subsidiaries shall have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than the sale of assets in connection with the Permitted Asset Sales permitted by Section 7.02(bSecuritization) consummated during any fiscal year of the Borrower in an aggregate amount greater than 10% of the Borrower's Consolidated Net Worth as of the end of the preceding fiscal year (such excess being hereinafter referred to as the "Excess Net Cash Proceeds"), (h) through (j) and (l) through (o)) of at least $2,500,000then, not later than the third Business Day following the date of receipt of any such Excess Net Cash Proceeds in excess of such amountProceeds, the Borrower shall pay to the Administrative Agent an amount (conforming to the requirements as to the amount of partial prepayments contained in section 5.1) at least equal to 100% of the such Excess Net Cash Proceeds then received in excess of such Proceeds. The amount from any Asset Sale so paid to the Administrative Agent shall be applied as a mandatory prepayment of the Loans in accordance with Section 2.13(d) belowprincipal of General Revolving Loans; providedPROVIDED, that (A) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, the Borrower and (B) its Subsidiaries expect Consolidated Capital Expenditures to be made during the following 12 months, and the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Excess Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)12-month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If If, at the end of any such 180 day period (or 360 day 12-month period, as applicable) any portion of such Excess Net Cash Proceeds has not been so reinvested, the Borrower will shall immediately make a prepayment of the Loansoutstanding General Revolving Loans as provided above in an amount, conforming to the extent required requirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount. (ii) On the date of any such prepayment pursuant to subpart (i) above, the General Revolving Commitments of the Lenders shall be permanently reduced in accordance with section 4.2.

Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, Holdings the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than Asset Sales permitted by Section 7.02(b), (h) through (j) and (l) through (o)) of at least $2,500,0001,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale Sale, shall be applied as a mandatory prepayment of principal which shall be allocated 40% to the outstanding Term Loans and 60% to the outstanding General Revolving Loans, with any amount remaining which cannot be so allocated because Term Loans or General Revolving Loans are not outstanding in accordance with Section 2.13(dthe amount which would be allocated thereto being applied to the prepayment of (x) belowFIRST, the then outstanding Term Loans and (y) SECOND, once no Term Loans remain outstanding, the then outstanding General Revolving Loans; providedPROVIDED, that (Ai) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following six months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in assets constituting Collateral (other than inventory) of Holdings and its Subsidiaries within 180 days of receipt of such Net Cash Proceeds (or, if the Holdings or the relevant Subsidiary, as applicable, has contractually committed within 180 days following receipt of Consolidated Capital Expenditures during such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 360 days following receipt of such Net Cash Proceeds)six month period, then no such prepayment shall be required. Any amounts not required to the extent the Borrower so applied to indicates that such reinvestment or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.13(d) belowwill take place. If at the end of any such 180 day six month period (or 360 day period, as applicable) any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loansoutstanding Loans as provided above in an amount, conforming to the extent required aboverequirements as to amount of prepayments contained in section 5.1, at least equal to such remaining amount.