Asset Dispositions. (A) If # any member of the Restricted Group Disposes of any property or assets (other than any Disposition # to a Loan Party or # by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to [Section 7.05(f)(ii), (k), (l), (p), (q) or (r)(ii), or (y)])])])])])])] any Casualty Event occurs, and any transaction or series of related transactions described in the [foregoing clauses (x) and (y)])] results in the receipt by members of the Restricted Group of aggregate Net Cash Proceeds in excess of $10,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), # the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and # except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with [Section 2.05(b)(i)(B)], the Borrower shall prepay, subject to [Section 2.05(b)(vii)], an aggregate principal amount of Term Loans in an amount equal to all Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by such member of the Restricted Group; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of # the amount of such Net Cash Proceeds and # a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]).

Asset Dispositions. (A) If #the Borrower or any member of theits Restricted Group Disposes of any property or assets (other thanSubsidiaries receives Net Cash Proceeds from any Disposition # to a Loan Party or # by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to [Section 7.05(f)(ii), (k), (l), (p), (q) or (r)(ii), or (y)])])])])])7.05(m)])] or any CasualtyRecovery Event occurs, and anywhich results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions describedand $100,000,000 in the [foregoing clauses (x) and (y)])] results in the receipt by members of the Restricted Group of aggregate Net Cash Proceeds in excess of $10,000,000for all such Dispositions or Recovery Events in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), #year, the Borrower shall give written noticeprepay an aggregate principal amount of Term Loans equal to the Administrative Agent thereof promptly after the datelesser of receipt# 100% of such Net Cash Proceeds and # exceptthe aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, # with respect to any Net Cash Proceeds realized under a Disposition or Recovery Event described in this [Section 2.05(b)(i)], at the extentelection of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower elects inor such notice toRestricted Subsidiary may reinvest all or aany portion of such Net Cash Proceeds in accordance withuseful assets in the business so long as within twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of written commitment to invest such Net Cash Proceeds within twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within eighteen (18) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this [Section 2.05(b)(i)(B) and (2)],)] if at the Borrower shall prepay, subject totime that any such prepayment under this [Section 2.05(b)(vii)i)], an aggregate principal amount of Term Loans in an amount equal to all Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by such member of the Restricted Group; provided that would be required, the Borrower may use a portionor any of the Net Cash Proceeds received from such Relevant Transactionits Restricted Subsidiaries is required to offer to repurchase or prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basisLien ranking pari passu with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder andTerm Loans pursuant to the terms of the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceedsNet Cash Proceeds of such Relevant Transaction,Disposition or Recovery Event (such Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) to the extent not deducted inprepayment of the calculationTerm Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this [Section 2.05(b)(i)] shall be reduced accordingly (provided that # the portion of such Net Cash Proceeds, in each case in an amountProceeds allocated to the Other Applicable Indebtedness shall not to exceed the product of # the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and # a fraction, the numerator of which is the outstanding principal amountremaining amount, if any, of such other Indebtedness (orNet Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof and # to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount is notshall promptly (and in Dollars, such equivalent amountany event within five (5) Business Days after the date of such Indebtedness converted into Dollars as determinedrejection) be applied to prepay the Term Loans in accordance with [Section 1.08] and [Section 3.02]) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02])terms hereof).