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)]).

If any of the Borrowers or any Subsidiary makes any Disposition of the type described in [clause (i), (j) or (k) of Section 7.05] which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of the Loans equal to # 100% of the Net Cash Proceeds received therefrom for any Disposition of the type described in [Section 7.05(i) and (B)])] 100% of the Net Cash Proceeds received therefrom in excess of $25,000,000100,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions of the type described in [Sections 7.05(j) and (k)])] during the twelve month period most recently ended on or before such date (and including the month in which such Disposition occurred), in each case of clauses (A) and (B) no later than fifteen (15) days after the end of the month during which such Disposition occurred (such prepayments to be applied as set forth in clauses (ii) and (v) below, as applicable); provided that, so long as no Event of Default exists at such time, to the extent a Restricted Payment or other distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such

If Borrower shall consummate any Asset Sale, incur any Indebtedness (other than Indebtedness permitted under Section 6.02) or realize proceeds from any Casualty Event above $500,000 individually or in the aggregate, then, in each case, not later than two (2) Business Days after receipt of the Net Cash Proceeds therefrom, the Borrower shall apply 100% of such Net Cash Proceeds to the repayment of Loans and the payment of accrued and unpaid interest thereon. The provisions of this [Section 2.07(a)] do not constitute a consent to any Disposition or the incurrence of any Indebtedness by Borrower.

Dispositions. If the Borrower or any of its Subsidiaries makes any Disposition or series of related Dispositions pursuant to [Section 7.5(l)], which results in the realization or receipt by any Group Member of Net Cash Proceeds in an aggregate amount for all such transactions in excess of $5,000,000 in any fiscal year, then # the Borrower shall promptly, and in any event not later than five (5) Business Days after receipt of such Net Cash Proceeds, notify the Administrative Agent of such Disposition (including the amount of Net Cash Proceeds to be received thereof) and # promptly upon receipt by such Group Member of such Net Cash Proceeds of such Disposition, the Borrower shall apply an aggregate amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Percentage”) of the amount of all such Net Cash Proceeds (in the amount of such excess) less any amount that such Group Member plans to reinvest as permitted pursuant to the subsequent sentence to prepay # until the Terms Loans have been repaid in full, the Term Loans and # thereafter, the Revolving Loans (without any reduction in related Revolving Commitments). With respect to any Net Cash Proceeds received with respect to any such Disposition, at the option of the Borrower, upon notice to the Administrative Agent, any Group Member may reinvest all or any portion of such Net Cash Proceeds in assets used or useful for its business within eighteen (18) months following receipt of such Net Cash Proceeds (or twenty-four (24) months following the receipt thereof if the Borrower enters into a legally binding commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt thereof); provided that, if any Net Cash Proceeds # are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of # until the Terms Loans have been repaid in full, the Term Loans and # thereafter, the Revolving Loans (without any reduction in related Revolving Commitments) and # are received by a Loan Party or Enterasys in respect of a Disposition of Collateral, if a reinvestment election is made, such Net Cash Proceeds must be reinvested in assets constituting Collateral owned by a Loan Party or Enterasys, as applicable; provided, further, that # the Disposition Percentage shall be 50% if the Consolidated Leverage Ratio for the period covered by the most recent financial statements delivered pursuant to [Section 6.1(a) or (b)] was less than or equal to 2.00:1.00 and greater than 1.50:1.00 and # the Disposition Percentage shall be 0% if the Consolidated Leverage Ratio for the period covered by the most recent financial statements delivered pursuant to [Section 6.1(a) or (b)] was less than or equal to 1.50:1.00. Prepayments of Term Loans under this [Section 2.10(c)] shall be applied to the remaining scheduled installments of principal thereof in reverse order of maturity and in accordance with [Section 2.16(b)].