Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Asset Dispositions. If the Borrower or any of its Subsidiaries (excluding any Project Finance Subsidiaries) Disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to any of [Sections 7.05(e), (j) or (q)])])] which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 ((less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the $50,000,000 threshold set forth in clause (iii) below) in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this [Section 2.05(b)(ii)], at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Subsidiary (other than a Project Finance Subsidiary) may reinvest all or any portion of such Net Cash Proceeds in operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as # within 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and # if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this [Section 2.05(b)(ii)].

Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in amounts equal to 100% of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, [clauses (a) through (e)] and [clause (g) of Section 9.5]) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $25,000,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, # no prepayment shall be required under this [Section 4.4(b)(ii)] to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business

No later than the fifth Business Day following the date any Loan Party receives Net Cash Proceeds from the Disposition of any property (excluding Dispositions permitted pursuant to Section 7.05 (other than pursuant to [Section 7.05(f)]), Borrower shall prepay the Loans as set forth in [Section 2.03(e)] in an aggregate amount equal to 100% of all such Net Cash Proceeds realized or received in connection with such Disposition; provided, so long as no Default or Event of Default shall have occurred and be continuing, Borrower shall have the option, instead of prepaying Loans therewith, directly or through one or more of Parent’s domestic Subsidiaries, to invest such Net Cash Proceeds within one hundred eighty (180) days of receipt thereof in productive assets of the general type used in the business of Parent and its domestic Subsidiaries.

The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Disposition Proceeds which in the aggregate exceed $10,000,000 received in connection with any non-ordinary course sale, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate principal amount of Loans equal to 100% of such Net Disposition Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Disposition Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the [[Administrative Agent:Organization]] on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Disposition Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Disposition Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Disposition Proceeds in respect of such event (or the applicable portion of such Net Disposition Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.

If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to [Section 7.05(f) or (p)])] or pursuant to a transaction not otherwise permitted by [Section 7.05] which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this [Section 2.05(b)(ii)], at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in

Dispositions. The Borrower shall make prepayment onof the Loan ObligationsLoans within five Business Days following receipt of Net Cash Proceeds required to be prepaid pursuant to the provisions hereof in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received from any Disposition or Involuntary Disposition by the Borrower or any of its Subsidiaries, to the extent # such proceeds are not reinvested in properties or assets within fifteen months of the date of such Disposition or Involuntary Disposition (or, if the Borrower or any of its Subsidiaries enters into a commitment to reinvest such Net Cash Proceeds within fifteen months of the date of such Disposition or Involuntary Disposition, within fifteen months of the date of such commitment) and # the aggregate amount of such proceeds that are not reinvested (or committed to be reinvested) in accordance with [clause (A) hereof] exceeds $25,000,000 in any fiscal year.

Dispositions. If any Loan Party Disposes of any property, the Borrowers shall promptly (and in any event within five (5) Business Days after receipt of the Net Cash Proceeds of such Disposition) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that this [Section 2.06(b)(ii)] shall not apply to Dispositions to the extent they are # permitted under [Sections 7.05(a) or (g)])], to the extent the Net Cash Proceeds of which do not exceed 15% of Consolidated Tangible Net Worth as of the last day of the most recently ended fiscal quarter for which financial statements required by Section 6.01(a) or (b) have been delivered, or # permitted under [Sections 7.05(b) through (f)].

Asset Dispositions. Within three (3) Business Days after the date of receipt of Net Cash Proceeds of any Asset Disposition by the Borrower or any of its Restricted Subsidiaries (other than # any Asset Disposition permitted pursuant to, and in accordance with, [clauses (a) through (e)], clause (h) and [clauses (k) through (q) of Section 10.5], # any remaining Net Cash Proceeds of the sale of the Borrower’s interiors business that have not been applied to prepay the Initial Term Loans (as defined in the Original Credit Agreement) prior to the Restatement Effective Date and # any Asset Disposition resulting in Net Cash Proceeds # not exceeding $10,000,000 for such Asset Disposition and # not exceeding $25,000,000 when taken together with the Net Cash Proceeds of all other Asset Dispositions during any Fiscal Year not applied to prepay outstanding Term Loans pursuant to this [Section 5.4(c)(iii)(z)]), the Borrower shall apply the applicable Asset Disposition Percentage of the aggregate Net Cash Proceeds received in respect of such Asset Disposition (the “Subject Proceeds”) to prepay outstanding Term Loans in the manner set forth in clause (v) below; provided that, if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required (pursuant to the terms of the documentation governing other Indebtedness) to apply the Subject Proceeds to repay or repurchase any such other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with the Obligations (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the Borrower or any such Restricted Subsidiary, as applicable, may apply the Subject Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (with pro rata being determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with more than de minimis original issue discount) at such time); it being understood that # subject to the foregoing, the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) and # to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three (3) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, # so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this [Section 5.4(c)(iii)] to the extent that such Net Cash Proceeds are reinvested in assets used or useful in the business of the Borrower and its