Dispositions. If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds from any Disposition pursuant to [Section 7.05(f) or 7.05(m)])] or any Recovery Event which results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lesser of # 100% of such Net Cash Proceeds and # the 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 election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 prepayment of the Term 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 allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof).

Dispositions. If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds from any Disposition pursuant to [Section 7.05(f) or 7.05(m)])] or any Recovery Event which in either case results in the realization or receipt by the ​ or such PersonLoan Party of Net Cash Proceeds, the ​ shall prepay on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of $50,$10,000,000 perfor any transaction or series of related transactionstransactions, subject to Sections 2.07(b)(v) and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year, the Borrower shall prepay2.07(b)(vi), an aggregate principal amount of Term Loans equal to the lesser of # 100%Asset Sale Prepayment Percentage of such Net Cash Proceeds and # the 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 election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful 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 noticereceived; 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower​ is required to repay or any of its Restricted Subsidiaries is requiredrepurchase or to offer to repurchase or prepay any Indebtedness that is secured by arepay Pari Passu Lien ranking pari passu with the Liens securing the Term LoansDebt pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceedsproceeds of such Disposition or RecoveryCasualty Event (such IndebtednessPari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repurchasedrepaid or prepaid,repurchased, “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 prepayment of the Term Loans and to the repurchaserepayment or prepaymentrepurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this [SectionSection 2.05(07(b)(i)]ii) shall be reduced accordingly (provided(for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that # the portion of such Net Cash Proceedsnet proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceedsnet proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceedsnet proceeds shall be allocated to the Term Loans in accordance with the terms hereof and #hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5)ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof)hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of such Net Cash Proceeds that the ​ shall have, on or prior to such date, given written notice to the Administrative ​ of its intent to reinvest in accordance with this Section 2.07(b)(ii).

Dispositions. If the BorrowerCompany or any of its Restricted Subsidiaries receives any Net Cash Proceeds from any Casualty Event or Disposition pursuant to [Section(other than # any Disposition of any property permitted by [Sections 7.05(f) or 7.05(m)a), (b), (c), (d), (e), (f), (g), (i) and (j) and (2)])])])])])])])])])] any Disposition or any RecoveryCasualty Event which resultsresulting in the realization by such Person ofaggregate Net Cash Proceeds in excess of $50,not exceeding $5,000,000 perin the case of any single transaction or series of related transactions and $100,000,000transactions), the Company shall cause to be offered to be prepaid in the aggregate for all such Dispositions or Recovery Events in any fiscal year, the Borrower shall prepayaccordance with clause (v) below, an aggregate principal amount of Term Loans equal to the lesser of # 100% of such Net Cash Proceeds and # the aggregate outstanding amountwithin ten (10) Business Days 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,Person; provided 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 election of the Borrower,Company (as notified by the Company to the Administrative Agent within ten (10) Business Days of receipt thereof), and so long as no Event of Default shall have occurred and be continuing, the BorrowerCompany or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful assets in the business so long asof the Company or its Subsidiaries within twelve (12)12 months after theof receipt of such Net Cash Proceeds,Proceeds (it being understood that if any portion of such reinvestment shall have been consummatedproceeds are not so used within such 12-month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract 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 investif such Net Cash Proceeds are not so used within twelve (12)18 months afterof initial receipt, such remaining portion shall constitute Net Cash Proceeds as of the receiptdate of such Net Cash Proceeds, such reinvestmenttermination or expiry and shall be consummated within eighteen (18) months afterimmediately applied to the receiptprepayment of such Net Cash Proceeds; provided further,the Term Loans as set forth in this [Section 2.05(b)(i)]); provided, however, that any Net Cash Proceeds not subject to such written commitmentdefinitive agreement or not so reinvested shall be promptlyimmediately applied to the prepayment of the Loans as set forth in this [Section 2.05(b)(i) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 prepayment of the Term 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 allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof).

Dispositions. If(except to the Borrowerextent such property is subject to a Mortgage), ‎(n), (o), ‎(p), ‎(q), [(r) or any of its Restricted Subsidiaries receives Net Cash Proceeds from any Disposition pursuant to [Section 7.05(f) or 7.05(m)(s)])]), or # any RecoveryCasualty Event occurs, which results in the realization or receipt by such Personthe Borrower or Restricted Subsidiary of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year,Proceeds, the Borrower shall prepaycause to be offered to be prepaid in accordance with clause ‎(b)‎(vi) and ‎(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, subject to clause ‎(b)‎(xi) below, an aggregate principal amount of Term Loans in an amount equal to the lesser of # 100% of such Net Cash Proceeds and # the aggregate outstanding amountApplicable Asset Sale Percentage of all Term Loans immediately upon receipt thereof by such PersonNet Proceeds received (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)], atamount, the election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful 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)“Applicable Proceeds”); 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the LiensLien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or RecoveryCasualty Event (such Indebtedness required to be offered to be so repurchased or prepaid,repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cashthe Applicable 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) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that # the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term 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[Section 2.05(b)(i)ii)] shall be reduced accordingly (provided that # the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5)ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof). hereof.

Asset Dispositions. (A) If # any member of the BorrowerRestricted Group Disposes of any property or any of its Restricted Subsidiaries receives Net Cash Proceeds fromassets (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 7.05(m)(r)(ii), or (y)])])])])])])] any Casualty Event occurs, and any transaction or any Recovery Event whichseries of related transactions described in the [foregoing clauses (x) and (y)])] results in the realizationreceipt by such Personmembers of the Restricted Group of aggregate Net Cash Proceeds in excess of $50,$10,000,000 perin any fiscal year (any such transaction or series of related transactions and $100,000,000resulting in the aggregate for all such Dispositions or Recovery Events in any fiscal year,Net Cash Proceeds being a “Relevant Transaction”), # the Borrower shall prepaygive 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 lesserRestricted 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 # 100%the amount of such Net Cash Proceeds and # a fraction, the aggregatenumerator of which is the outstanding principal amount of all Term Loans immediately upon receipt thereof by such Person (such prepaymentsother Indebtedness (or to be applied as set forththe extent such amount is not 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 election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower orDollars, such Restricted Subsidiary may reinvest all or any portionequivalent amount of such Net Cash ProceedsIndebtedness converted into Dollars as determined in useful assets inaccordance with [Section 1.08] and [Section 3.02]) and the business so long as within twelve (12) months after the receiptdenominator 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiarieswhich is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 Applicablesuch other Indebtedness at such time)(or to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and theextent such 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 ofis not in Dollars, such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed theequivalent amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loansconverted into Dollars as determined in accordance with the terms hereof[Section 1.08] and # to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof)[Section 3.02]).

Dispositions. IfDispositions and Casualty Events. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (iv) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from # any Disposition by the Borrower or any of its Restricted Subsidiaries receives(other than any Disposition permitted pursuant to, and in accordance with, [Section 9.5] (excluding [Section 9.5(g), (i) and (o)])])]) or # any Casualty Event. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds from any Disposition pursuant to [Section 7.05(f) or 7.05(m)])] or any Recovery Event which results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year,Proceeds; provided that the Borrower shall prepay an aggregate principal amountnot be required to make any such prepayment in connection with any Disposition or Casualty Event by a direct or indirect Foreign Subsidiary of Term Loans equalthe Borrower or a Domestic Subsidiary of any Foreign Subsidiary of the Borrower to the lesser of # 100%extent that and for so long as the application of such Net Cash Proceedsproceeds would # be prohibited by Applicable Law (and the Borrower hereby agrees to, and to cause the applicable Foreign Subsidiary or Domestic Subsidiary to, promptly take all actions reasonably required by Applicable Law to permit such application) or # result in material adverse tax consequences to the aggregate outstanding amountBorrower and its Subsidiaries, as determined in good faith by the Borrower (taking into account any foreign tax credit or benefit that would be actually realized in connection with the repatriation of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below)funds); provided, however,provided further 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 election of the Borrower, and so long as no Event of Default shall havehas occurred and is continuing, no prepayment shall be continuing, the Borrower orrequired under this Section 4.4(b)(ii) with respect to # such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful 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 bythat the Borrower in writingshall have, on or prior to such date given written notice to the Administrative Agent); provided further, however,Agent of its intent to reinvest 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 anyaccordance with [Section 4.4(b)(iii) and (y)] Dispositions with aggregate Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied toexceed $100,000,000 during the prepaymentterm of the Loans as set forth in this [Section 2.05(b)(i) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 prepayment of the Term 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 allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof). Agreement.

Dispositions. If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds fromSubsidiary incurs or issues any Disposition pursuant to [SectionIndebtedness after the Closing Date (other than Indebtedness not prohibited under ‎[Section 7.05(f) or 7.05(m)]03])] or any Recovery Event which results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year,, the Borrower shall prepaycause to be offered to be prepaid in accordance with clause ‎(b)‎(vi) below an aggregate principal amount of Term Loans in an amount equal to the lesser of # 100% of suchall Net Cash Proceeds and #received therefrom on or prior to the aggregate outstanding amount of all Term Loans immediately upondate which is five (5) Business Days after the 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 election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing suchOther Applicable Indebtedness with the Net Cash Proceeds of such Disposition or Recovery Event (such Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”),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 prepayment of the Term 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; provided, further, that # the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof).

Dispositions. IfConcurrently with the Borrower or anyreceipt of its Restricted Subsidiaries receivesthe Net Cash Proceeds from any Disposition (other than a Disposition pursuant to [Section 7.05(f) or 7.05(m)])] or any Recovery Event which results in the realization by such Person[clauses (a) through (d) of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year, theSection 8.7(e)], Borrower shall prepay the Loans in an aggregate principal amount of Term Loans equal to the lesser of # 100% of such Net Cash Proceeds and # the aggregate outstanding amount(or if appropriate, 100% 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 election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds that remain after deducting any amount reinvested by Borrower and its Subsidiaries during the one hundred eighty (180)-day period described in useful 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) and (2)8.7(e)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 prepayment of the Term 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 allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof).

Dispositions. IfIn the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, any Borrower or any of its Restricted Subsidiaries receivesin respect of any Prepayment Event, the Borrowers shall, within ten Business Days after such Net Cash Proceeds from any Disposition pursuant to [Section 7.05(f) or 7.05(m)])] or any Recovery Event which resultsare received (or, in the realization bycase of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event,” on the date of such Person of Net Cash ProceedsPrepayment Event), prepay Term Loan Borrowings in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the lesser of # 100%amount of such Net Cash Proceeds and #Proceeds; provided that, in the aggregate outstanding amountcase of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forthany event described in clause (iii) below); provided, however, that, #(a) of the definition of the term “Prepayment Event” (except with respect to any Disposition permitted by [Section 6.05(l)(ii)(B)]), if Holdings, the Borrowers and the Restricted Subsidiaries invest (or commit to invest) the Net Cash Proceeds realizedfrom such event (or a portion thereof) within 365 days after receipt of such Net Proceeds in the business of Holdings and the other Subsidiaries (including any acquisitions or other Investment permitted under a Disposition or Recovery Event described[Section 6.04]), then no prepayment shall be required pursuant to this paragraph in this [Section 2.05(b)(i)], atrespect of such Net Proceeds in respect of such event (or the election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or anyapplicable portion of such Net CashProceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365 day period (or if committed to be so invested within such 365 day period, have not been so invested within 545 days after receipt thereof), at which time a prepayment shall be required in useful assets inan amount equal to such Net Proceeds that have not been so invested (or committed to be invested); provided, further, that the business so long as within twelve (12) months after the receiptBorrowers may use a portion of such Net Cash Proceeds, such reinvestment shall have been consummatedProceeds to prepay 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, thatrepurchase 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay anyother Indebtedness that is secured by the Collateral on a Lien ranking pari passu basis with the Borrowings to the extent such other Indebtedness and the Liens securing the Term Loans pursuant to the terms ofsame are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the Net Cash Proceedsproceeds of such Disposition or Recovery Event (such Indebtedness requiredPrepayment Event, in each case in an amount not to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), thenexceed the Borrower may applyproduct of # the amount of such Net Cash Proceeds onand # a pro rata basis (determined onfraction, the basisnumerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) to the prepayment of the Term 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 allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof). other Indebtedness.

Dispositions. If # the Borrower or any Restricted Subsidiary Disposes of its Restricted Subsidiaries receives Net Cash Proceeds from any Dispositionproperty pursuant to [Section 7.05(f)d), (h) or 7.05(m)(n)(F), or (y)])])])] or any RecoveryCasualty Event occurs, which results in the realization or receipt by such Personthe Borrower or any Restricted Subsidiary of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year,Proceeds, the Borrower shall prepaycause to be offered to be prepaid in accordance with [clause (vii)] below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the lesser of # 100% of suchall Net Cash Proceeds andreceived (other than in the case of Dispositions of Post-Closing Securitization Assets), # the aggregate outstanding amount100% of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forthNet Proceeds received in clause (iii) below); provided, however, that,connection with the Disposition of Post-Closing Securitization Assets if # with respect to any Net Cash Proceeds realized under a DispositionDefault or Recovery Event described in this [Section 2.05(b)(i)], at the election of the Borrower, and so long as no Event of Default shall have occurred and is continuing or would result therefrom, # the Net Leverage Ratio, on a Pro Forma Basis giving effect thereto as if such Disposition had been made at the end of the Test Period most recently-ended, would be continuing,greater than or equal to 4.50 to 1.00 or # the Borrower or such Restricted Subsidiary may reinvest all or any portionLiquid Collateral Coverage Ratio at the time of such Net Cash Proceeds in useful assets in the business so long as within twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestmentProceeds is less than 0.90 to 1.00 on a Pro Forma Basis, # 50% of all Net Proceeds received in connection with the Disposition of Post-Closing Securitization Assets so long as # no Default or Event of Default shall have occurred and is continuing or would result therefrom, # the Net Leverage Ratio, on a Pro Forma Basis giving effect thereto as if such Disposition had been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided bymade at the Borrower in writingend of the Test Period most recently-ended, would be less than 4.50 to 1.00 and # the Administrative Agent); provided further, however, inLiquid Collateral Coverage Ratio at the casetime of written commitment to invest such Net Cash Proceeds within twelve (12) months after the receipt of such Net Cash Proceeds,Proceeds is greater than or equal to 0.90 to 1.00 but less than or equal to 1.20 to 1.00 on a Pro Forma Basis and # 0% of all Net Proceeds received in connection with the Disposition of Post-Closing Securitization Assets so long as # no Default or Event of Default shall have occurred and is continuing or would result therefrom, # the Net Leverage Ratio, on a Pro Forma Basis giving effect thereto as if such reinvestment shallDisposition had been made at the end of the Test Period most recently-ended, would be consummated within eighteen (18) months afterless than 4.50 to 1.00 and # the Liquid Collateral Coverage Ratio at the time of 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) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such 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 prepayment of the Term 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 allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net 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 shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof).