Dispositions 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 Subsidiaries (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; provided that the Borrower shall not be required to make any such prepayment in connection with any Disposition or Casualty Event by a direct or indirect Foreign Subsidiary of the Borrower or a Domestic Subsidiary of any Foreign Subsidiary of the Borrower to the extent that and for so long as the application of such proceeds 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 Borrower 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 such funds); provided further that, so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) with respect to # such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date given written notice to the Administrative Agent of its intent to reinvest in accordance with [Section 4.4(b)(iii) and (y)] Dispositions with aggregate Net Cash Proceeds not to exceed $100,000,000 during the term of this Agreement.

Brand or Business Dispositions. Any profit or loss associated with the disposition or sale of a brand or business will be excluded from the Ending Year EPS calculation. Any related impacts to interest expense, weighted average number of shares, and profit associated with the disposed brand or business will be reflected in Base Year EPS and/or Ending Year EPS to the extent necessary to neutralize the impact of the event in both calculations. Associated disposition costs, including but not limited to transaction, transition, disintegration or restructuring will be excluded from the Ending Year EPS calculation.

Asset Dispositions; Event of Loss. Subject to Section 2.06(f)(i) below:

Limitations on Dispositions of Collateral. The Debtor will not sell, transfer, lease or otherwise dispose of any of the Collateral or any portion thereof, or attempt, offer or contract to do so (collectively, a “Transfer”).

“Permitted Transfers” means # Dispositions of inventory in the ordinary course of business; # Dispositions of property to the ​ or any Restricted Subsidiary; provided, that if the transferor of such property is a [[Loan Parties:Organization]] then the transferee thereof must be a [[Loan Parties:Organization]]; # Dispositions of accounts receivable in connection with the collection or compromise thereof; # licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the ​ and its Restricted Subsidiaries; # the sale or disposition of Cash Equivalents for fair market value, # Involuntary Dispositions of property or assets to the extent Net Cash Proceeds therefrom are reinvested or used to make mandatory prepayments pursuant to [Section 2.05(b)]); and # Dispositions of machinery, parts and equipment no longer used or useful in the conduct of the business of the Loan Parties or any of their Subsidiaries.

(i) Dispositions made in accordance with ​’s investment policy, # Dispositions made in connection with Acquisitions, # Dispositions of interests in Joint Ventures; # Dispositions made in connection with Swap Contracts, # permitted Dispositions of Subsidiaries, # Dispositions in connection with purchases by ​ of shares of its capital stock and associated rights to purchase shares of ​’s preferred stock pursuant to ​’s shareholder rights plan to the extent permitted by [Sections 6.11 and 7.04(c), and (vii)])])] Dispositions of Equity Interests in Red Iron;

Dispositions constituting Restricted Payments permitted by [Section 8.05] and Dispositions constituting Permitted Investments.

“Designated Asset Dispositions” means the Professional Services Disposition, the Bemis Disposition and the Other Designated Asset Dispositions.

Dispositions of Excluded Assets by Non-Loan Parties and Dispositions of Excluded Assets by Loan Parties for fair market value.

“Permitted Dispositions” means: